Common use of Casualty Clause in Contracts

Casualty. In the event the Premises are damaged or destroyed by fire or other casualty, Lessee shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantable.

Casualty. In the event the Premises are If he Project shall be damaged or destroyed destroyed, in whole or in part, by fire or other casualtycasualty (a “Casualty”), Lessee Borrower shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor give prompt notice of such damage to Bank and Bank shall have the option right to join Borrower in adjusting any loss. In addition, after the entry of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice any decree of foreclosure of the election by Lessor Mortgage, any purchaser at foreclosure sale or the decree creditor, as the case may be, shall also have the right to join in the adjustment of any such losses. Any moneys received as payment for any loss under any such insurance (the “Insurance Proceeds”) shall be given paid over to Lessee not later than thirty Bank to be applied, at Bank’s option subject to the terms hereof, either to (30i) days after settlement prepayment of any of Lessor’s insurance claims. In the event Lessor elects Note and other sums due under the Loan Documents or (ii) to rebuild the Premisesextent reasonably practicable, the Premises shall be restored reimbursement of Borrower from time to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated expenses incurred by Borrower in proportion to connection with the part restoration of the Premises which Project (“Restoration Work”) and upon terms otherwise satisfactory to Bank. Bank shall have the right to participate in the adjustment of all claims for Insurance Proceeds. Borrower shall promptly commence and diligently prosecute the restoration of the Project, provided that Bank makes the Insurance Proceeds available to Borrower. Subject to Bank making sufficient insurance proceeds available to Borrower, Borrower shall pay all costs of such restoration whether or not such costs are untenantablecovered by insurance. Provided and on condition that no Event of Default has occurred and is continuing, any prepayment of the Debt by application of Insurance Proceeds shall not be subject to any Prepayment Premium. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by Bank will hold the actInsurance Proceeds without interest and will release the insurance proceeds as restoration progresses in payment of restoration costs, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything subject to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantable.following conditions:

Casualty. In Except as provided in Article 4, Seller assumes all risks and liability for damage to or injury occurring to the event Property by fire, storm, accident, or any other casualty or cause until Closing. If, between the Premises are damaged or destroyed Effective Date and the Closing Date, the Property suffers Material Damage, then Seller shall promptly notify Buyer. Buyer may elect, by fire or other casualty, Lessee shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given delivered to Lessee not later than thirty Seller within fifteen (3015) days after settlement receipt of such notice, either to (a) terminate this Agreement upon which neither party shall have any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion further obligation to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lesseeother except as may be expressly provided herein, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent (b) continue to Closing and Lxxxxx’s pro rata share of Operating Costs. In award any insurance proceeds resulting from the case of such restoration, Lessor and Lessee shall have the same respective obligations Material Damage to construct or install improvements as are designated in the Workletter. Notwithstanding anything Buyer (but only to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild extent that the Premises to a building standard condition, proceeds do not exceed the Purchase Price and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor provided that Seller shall be entitled to sole possession retain any business interruption insurance proceeds that are applicable to the period prior to the Closing Date). The Closing Date may be extended as necessary to permit Buyer and Seller the full fifteen (15) days. “Material Damage” means damage costing in Seller’s Judgment [$_____________] or more to repair. If Buyer does not terminate this Agreement in the case of Material Damage, Seller shall assign to Buyer at the Closing its right to recover under any insurance policies covering such damage (but only to the extent that the proceeds do not exceed the Purchase Price and provided that Seller shall be entitled to retain any business interruption insurance proceeds that are applicable to the period prior to the Closing Date) and shall pay Buyer at the Closing the amount of the Premisesdeductible or other self-insured retention, if any. In If between the event Effective Date and the Premises are Closing Date, the Property suffers damage which is not repaired Material Damage, Seller shall, at Seller’s option, either (i) repair such damage at its expense, to the reasonable approval of Buyer prior to the Closing (and tenantable within 150 days after if such repair cannot reasonably be completed prior to the damage or casualtyClosing, Lessee Seller shall have the option right to terminate this Lease by written notice extend the Closing Date until such repairs are completed), or (ii) convey the Property to Lessor at Buyer without making such repairs and assign to Buyer all insurance proceeds payable on account of such damage (but only to the extent that the proceeds do not exceed the Purchase Price and provided that Seller shall be entitled to retain any time thereafter. but at least thirty (30)-days business interruption insurance proceeds that are applicable to the period prior to the Premises being repaired and made tenantableClosing Date).

Casualty. In If any of the event the Premises Purchased Assets are damaged or destroyed by fire or other casualty, Lessee shall notify Lessor immediately. In casualty loss during the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or BuildingInterim Period, and in the sum of (a) the cost of restoring such event written notice damaged or destroyed Purchased Assets to a condition reasonably comparable to their prior condition, and (b) the net present value (calculated using the Discount Rate) of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement amounts of any lost net revenues reasonably expected to accrue after the Closing as a result of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from to such Purchased Assets, (a) and (b) above as estimated by a qualified firm reasonably acceptable to Buyer and Seller (and with the costs of such firm being paid by Buyer and Seller in equal proportion), and such sum being net of and after giving effect to any insurance proceeds available to the Acquired Companies for such restoration and lost profits and any Tax benefits to the Acquired Companies related thereto (such sum, the “Restoration Cost” and the date of such estimation, the “Restoration Cost Estimation Date”), is greater than $15,000,000 but does not exceed $131,303,723, Seller may elect either (i) to restore, repair or was contributed replace such damaged or destroyed Purchased Assets to a condition reasonably comparable to their prior condition (any of the foregoing, a “Restoration,” and Seller’s election of a Restoration, the “Restoration Option”), or (ii) reduce the amount of the Purchase Price by such Restoration Cost. If Seller elects the Restoration Option, it shall notify Buyer of such election in writing, and Seller shall use its Commercially Reasonable Efforts to complete, or cause to be completed, such Restoration prior to the Closing, and if the Restoration can be completed on or before the date that is one hundred eighty (180) days after the Outside Date (the “Extended Outside Date”), the Closing Date shall be postponed for the amount of time reasonably necessary to complete such Restoration; provided, however, that if the Closing Date is so extended and such Restoration is not completed in full by the actExtended Outside Date, omissionthe Closing shall occur on or before the Extended Outside Date and the Purchase Price will be reduced by the amount of the remaining Restoration Cost as of the Closing (as estimated by a qualified firm reasonably acceptable to Buyer and Seller); provided, fault further, that if Seller elects the Restoration Option, Buyer shall be entitled to waive Seller’s obligation to complete the Restoration at any time within twenty (20) days following Seller’s written notice to Buyer of such election by written notice to Seller and proceed to Closing upon satisfaction or neglect waiver of Lesseethe conditions to Closing set forth in Article VII and Article VIII, in which case Seller shall pay the applicable insurance proceeds with respect to such casualty to Buyer promptly upon receipt and such casualty loss shall not affect the Closing. If Seller elects the Restoration Option or Lessee’s employeesto reduce the Purchase Price, invitees such casualty loss shall not affect the Closing. If Seller does not provide Buyer written notice of its election within forty-five (45) days after the applicable Restoration Cost Estimation Date (but in any event at least twenty (20) days prior to the Closing Date), Buyer may elect to terminate this Agreement within ten (10) Business Days after the end of such forty-five (45) day period by written notice to Seller. If the Restoration Cost is in excess of $131,303,723, Seller may, by written notice to Buyer within forty-five (45) days after the applicable Restoration Cost Estimation Date (but in any event at least twenty (20) days prior to the Closing Date), elect to (i) reduce the Purchase Price by the estimated Restoration Cost or agents(ii) terminate this Agreement, in each case by providing written notice to Buyer; provided, however, that if Seller does not elect to terminate this Agreement as provided in this sentence, then Buyer may elect, by written notice to Seller, to terminate this Agreement within ten (10) Business Days of receipt by Buyer of Seller’s notice regarding its election. If the Restoration Cost is $15,000,000 or less, (A) Seller shall not be obligated to repair or replace the damaged or destroyed Purchased Assets (but shall be obligated to cooperate in the pursuit of any applicable insurance proceeds in accordance with Section 6.10), (B) there shall be no abatement reduction in the amount of Rent the Purchase Price, and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee (C) neither Buyer nor Seller shall have the same respective obligations to construct right or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease Agreement and such casualty event shall not affect the Closing. Any cash insurance proceeds received by written notice the Acquired Companies with respect to Lessor at any time thereafter. but at least thirty (30)-days prior casualty subject to the Premises being repaired and made tenantablethis Section 6.11 shall be disregarded for purposes of any Aggregate Net Working Capital calculation hereunder.

Casualty. In Prior to the event Closing Date, and notwithstanding the Premises are pendency of this Agreement, the entire risk of loss or damage by fire or other casualty shall be borne and assumed by Seller, except as otherwise provided in this Section 10.1. Until the Closing has occurred, Seller shall keep all insurance policies in effect. If, prior to the Closing Date, any part of the Property is damaged or destroyed by fire or other casualty, Lessee Seller shall immediately notify Lessor immediatelyPurchaser of such fact. In the event the Premises are rendered untenantable by fire If such damage or other casualtydestruction is material (as defined below), Lessor Purchaser shall have the option of terminating to terminate this Lease or rebuilding the Premises and/or Building, and in such event Agreement upon written notice of the election by Lessor shall be to Seller given to Lessee not later than thirty (30) days after settlement receipt of any of Lessor’s insurance claimsSeller's notice. In the event Lessor elects to rebuild the Premises, the Premises For purposes hereof "material" shall be restored deemed to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such any uninsured damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of LesseeProperty (except that a casualty shall not be deemed uninsured solely because all, or Lessee’s employeesa portion of, invitees the cost of the casualty is subject to a deductible) or agentsany insured damage or destruction (i) where the cost of repair or replacement is estimated, then there shall in Purchaser's good faith judgment, to be no One Hundred Thousand and No/100 ($100,000.00) or more, (ii) where the repair or replacement is estimated, in Purchaser's good faith judgment, to require more than one hundred twenty (120) days to repair, or (iii) which would result in an abatement of Rent and Lxxxxx’s pro rata share of Operating Costsrent that would not be fully covered by rent loss insurance (or its equivalent) to Seller upon the Closing. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in If Purchaser does not exercise this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice Agreement, or if the casualty is not material, neither party shall have the right to Lessor at any time thereafter. but at least thirty (30)-days prior terminate this Agreement, and the parties shall proceed to the Premises being repaired Closing pursuant to the terms hereof without modification of the terms of this Agreement and made tenantablewithout any reduction in the Purchase Price, and the repair and restoration of the Property shall proceed in accordance with the terms and provisions of the Lease to be entered into between Seller and Purchaser with the same effect as if such casualty had occurred during the term of the Lease. If Purchaser does not elect to terminate this Agreement by reason of any casualty, Purchaser shall have the right to participate in any adjustment of the insurance claim and, in such event, Purchaser and Seller shall cooperate each with the other in good faith.

Casualty. In Prior to the event Closing and notwithstanding the Premises are damaged pendency of this Agreement, the entire risk of loss or destroyed damage by earthquake, hurricane, tornado, flood, landslide, fire or other casualty shall be borne and assumed by Seller. If, prior to the Closing any "Material Damage" (as hereinafter defined) occurs to any portion of the Property as a result of earthquake, hurricane, tornado, flood, landslide, fire or other casualty, Lessee Seller shall immediately notify Lessor immediatelyBuyer of such fact. In the event the Premises are rendered untenantable by fire or other casualtysuch event, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee Buyer shall have the option to terminate this Lease by Agreement upon written notice to Lessor Seller given not later than three (3) days after Buyer's receipt of such notice from Seller. Upon such termination, neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement. Buyer shall have no right to terminate this Agreement as a result of any damage or destruction of any portion of the Property that does not constitute Material Damage. If Buyer does not elect or has no right to terminate this Agreement, Seller shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or not at any time thereafter. but at least thirty (30)-days prior Buyer's option and cost) and Buyer shall receive, as a credit against the Purchase Price, an amount equal to the Premises being repaired deductible amount with respect to the insurance and made tenantablethe parties shall proceed to the Closing pursuant to the terms hereof without modification of the terms of this Agreement. If Buyer does not elect or has no right to terminate this Agreement by reason of any casualty, Buyer shall have the right to participate in any adjustment of any insurance claim. As used herein, the term "Material Damage" shall mean damage or destruction, the cost of repair of which exceeds $10,000.00. ARTICLES 10 AND 11 ARE NOT USED.

Casualty. In the event the Premises are If any Individual Property shall be damaged or destroyed destroyed, in whole or in part, by fire or other casualtycasualty (a “Casualty”), Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, subject to Borrower’s rights under Section 2.4.4(b) and Section 2.5.3 hereof, Borrower or Operating Lessee, regardless of whether insurance proceeds are available, shall proceed to restore, repair, replace or rebuild such Individual Property in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction as soon as reasonably practicable (but in no event later than one hundred twenty (120) days after such Casualty). Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than the Alteration Threshold with respect to the affected Individual Property, and Borrower shall deliver to Lender all instruments required by Lender to permit such participation. Provided no Event of Default is continuing, in the event of a Casualty where Net Proceeds or the costs of completing the Restoration are two percent (2%) of the Allocated Loan Amount of any Individual Property or less, Borrower, notwithstanding Section 5.4, may directly obtain and apply the Net Proceeds; provided that such Net Proceeds must be used towards the Restoration in accordance with the terms hereof. Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower or Operating Lessee settles such claim) shall notify Lessor immediatelybe due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. In the event the Premises are rendered untenantable by fire Borrower, Operating Lessee or any party other casualtythan Lender is a payee on any check representing Insurance Proceeds with respect to any Casualty, Lessor Borrower or Operating Lessee, as applicable, shall have the option of terminating this Lease or rebuilding the Premises and/or Buildingimmediately endorse, and in cause all such event written notice third parties to endorse, such check payable to the order of Lender. Borrower and Operating Lessee each hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the election order of Lender. Borrower and Operating Lessee each hereby release Lender from any and all liability with respect to the settlement and adjustment by Lessor shall be given to Lessee not later than thirty (30) days after settlement Lender of any claims in respect of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableCasualty.

Casualty. In If the event Property (or any part thereof) shall sustain a loss or damage, Borrower shall give prompt notice of such loss or damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the Premises completion of the Restoration of the Property in accordance with the applicable terms and conditions of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are damaged or destroyed covered by fire or other casualty, Lessee shall notify Lessor immediatelythe Net Insurance Proceeds. In the event of a loss or damage where the Premises are rendered untenantable by fire loss does not exceed the Insurance Threshold, Borrower may (or other casualty, Lessor shall have the option may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of terminating this Lease or rebuilding the Premises and/or Building, Default has occurred and is continuing. Any such adjustment must be carried out in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claimsa commercially reasonable and timely manner. In the event Lessor elects to rebuild of a loss or damage where the Premisesloss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the Premises prior written consent of Lender (which consent shall not be restored to its former condition within a reasonable time, during which time Rent unreasonably withheld or delayed) and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee Lender shall have the same respective obligations opportunity to construct or install improvements as are designated participate, at Borrower’s cost, in the Workletter. Notwithstanding anything any such adjustment; provided, however, if Borrower fails to the contrary contained in this Article, Lessor shall only be obligated (and fails to restore or rebuild the Premises to a building standard condition, cause Mortgage Borrower) settle and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of adjust such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable claim within 150 ninety (90) days after the damage loss or casualtydamage, Lessee Lender shall have the option right to terminate settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any loss or damage, Borrower shall continue to pay the Indebtedness at the time and in the manner provided for its payment in the Note and in this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableAgreement.

Casualty. In If, prior to the event the Premises are damaged Closing, there is damage to or destroyed by fire or other casualty, Lessee shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement destruction of any part of Lessora Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s insurance claims. In the event Lessor elects election, either (i) repair, restore or replace, or cause to rebuild the Premisesbe repaired, the Premises shall be restored to its former condition within or replaced, such damaged Property in a reasonable time, during which time Rent reasonably good and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion workmanlike manner to the part of the Premises condition at least as good and useful as that in which are untenantable. Notwithstanding the foregoing, if it existed prior to such damage or destruction resulted or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or was contributed Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the actperiod prior to the Closing to the extent assignable, omissionand if such proceeds are not assignable, fault Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or neglect of Lesseeapplied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or Lessee’s employeescauses Tenant or Manager to, invitees repair, restore or agentsreplace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then there the provisions of clause (ii) in the preceding sentence shall be no abatement apply, except to the extent any insurance proceeds received by Seller on account of Rent and Lxxxxx’s pro rata share such damage or destruction have been applied to the restoration of Operating Coststhe Property. In addition, with respect to the case CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such restoration, Lessor and Lessee damage or destruction. Buyer shall have the same respective obligations continue to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild purchase the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, Lessee business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall have control; provided, however, if such proceeds are applied to the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days principal or accrued interest due under the Loan Documents prior to the Premises being repaired and made tenantableClosing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.

Casualty. In If prior to Settlement all or any portion of the event Property is destroyed or damaged and the Premises are damaged reasonable cost of repair and restoration with materials of like kind and quality is greater than twenty percent (20%) of the Purchase Price (“Material Damage”), then either Seller or destroyed Purchaser shall have the right, at such party’s option, to terminate this Agreement by giving written notice to the other within ten (10) days after the date of the casualty, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). If the cost of repair and restoration is less than or equal to the Material Damage threshold, or if more than the Material Damage threshold and neither Seller nor Purchaser elects to terminate this Agreement, Seller and Purchaser shall proceed to Settlement and Seller, in its sole discretion, shall either (a) assign to Purchaser all of its right, title, and interest in and to the proceeds of any and all fire or other casualtycasualty insurance proceeds relating to such damage, Lessee or (b) credit Purchaser at Settlement in the amount of such insurance proceeds (subject to adjustment as provided below); provided that Seller shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire not be responsible for any deductibles or other casualty, Lessor losses not covered by such proceeds and there shall have the option of terminating this Lease be no credit or rebuilding the Premises and/or Building, and in such event written notice adjustment of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantablePurchase Price. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there Seller shall be no abatement of Rent entitled to, but not obligated, to make such repair and Lxxxxx’s pro rata share of Operating Costs. In the case of restoration (or commence such repair and restoration) prior to Settlement, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the which event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor Seller shall be entitled to sole possession apply any insurance proceeds to the cost of such repair and restoration incurred by Seller or obtain a credit from Purchaser at Settlement in the amount of the Premisescost of such repair and restoration incurred by Seller. In the As used herein, “other casualty” shall mean casualty insured under a customary property damage insurance policy without modifications or endorsements, and does not include an event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableoccurrence involving Hazardous Substances or other environmental matters or similar events or occurrences.

Casualty. In the event Seller assumes all risk and liability, damage to or injury occurring to the Premises are damaged and/or Personal Property by fire, storm, accident or destroyed by any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Lessee Seller shall promptly notify Lessor immediatelyPurchaser of such damage. In If such damage is not material and will not take more than two (2) months to repair from the date of the casualty, then Seller shall repair such damage, in which event the Premises are rendered untenantable time for Closing shall be extended by fire or other casualtythe length of time reasonably necessary for Seller to complete such repairs. If such damage is material, Lessor then Purchaser shall have the option of terminating to: (a) terminate this Lease or rebuilding Agreement whereupon the Premises and/or Building, and in such event written notice of the election by Lessor Xxxxxxx Money shall be given returned to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the PremisesPurchaser, the Premises other man $100.00 thereof, which shall be restored to retained by Seller as independent consideration for its former condition within a reasonable timeexecution of this Agreement, during in which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to event the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee parties shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force rights and liabilities hereunder except with respect to those matters specifically surviving termination or effect. Thereafter, Lessor shall be entitled Closing; or (b) elect to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee proceed to Closing whereupon Purchaser shall have the option to terminate this Lease either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by written notice the length of time reasonably necessary for Seller to Lessor complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any time thereafterdeductible and co-insurance and any amounts retained by Seller’s lender. but at least thirty For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (30)-days prior 3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to the Premises being repaired replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and made tenantabledamage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualty.

Casualty. In the event of any loss, damage, or destruction to the Premises are damaged assets or destroyed properties of the Company resulting in losses of $25,000 or greater, after the date of this Agreement and prior to the Closing, whether by fire fire, theft, vandalism, terrorism, flood, earthquake, force majeure or other casualtycause or casualty (a “Casualty”), Lessee the Company shall promptly notify Lessor immediatelythe Purchaser of the occurrence thereof. Upon receipt of such notice, the Purchaser shall have the right to terminate this Agreement in accordance with the provisions of Section 9.1(a)(iv). In the event of such Casualty, if the Premises are rendered untenantable by fire or other casualtyPurchaser chooses not to terminate the Agreement, Lessor at the option of the Stockholders’ Representative, the Stockholders shall have the option of terminating this Lease right to (a) cause the Company to repair and restore the loss, damage or rebuilding destruction before the Premises and/or BuildingClosing, and in which event (i) the Stockholders shall cause the Company to restore such event assets or properties to substantially the condition in which they existed immediately prior to the Casualty, (ii) the Stockholders shall be entitled, but not obligated, to postpone the Closing for up to 30 Business Days upon written notice of such postponement to the election by Lessor Purchaser, which notice shall be given to Lessee specify a new date for the Closing, and (iii) if such repair and restoration work is not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In completed at the event Lessor elects to rebuild the PremisesClosing, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee Purchaser shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects right to terminate this LeaseAgreement or proceed to the Closing, in which event the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs Estimated Purchase Price shall be paid to and adjusted as reduced by the amount of the date estimated cost of repair and restoration for such casualtyassets or properties, or (b) without repairing the Term Casualty, and without recourse or warranty, cause the Company to pay the Purchaser the amount of the deductible (or the self-insured retainage) under the insurance policy of the Company covering such assets or properties, whereupon the Closing shall take place as if no Casualty had occurred and without any reduction in the Estimated Purchase Price. Notwithstanding any other provision of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior Agreement to the Premises being repaired and made tenantable.contrary, any amount withheld from the Purchaser Stock Consideration pursuant to this Section 5.13 shall not also be recoverable pursuant to Article X.

Casualty. In (a) If, prior to the event the Premises are Closing Date, a material part (as defined below) of any Individual Property is destroyed or damaged or destroyed by fire or other casualty, Lessee the Seller of such Individual Property shall promptly notify Lessor immediatelyBuyer of such fact (“Material Damage Notice”). In Thereafter, such Seller shall engage the event Architect (as defined below) to certify to such Seller and Buyer, with reasonably adequate supporting documentation, whether the Premises Available Restoration Funds (as defined below) are rendered untenantable by fire or other sufficient to restore such Individual Property to substantially its same condition and to provide sufficient revenue to replace rental revenue lost as a result of such casualty. After the Architect makes its determination, Lessor Seller shall have so notify Buyer in writing (the option of terminating this Lease or rebuilding the Premises and/or Building“Second Notice”), which shall contain Architect’s determination, and in such event written notice of all supporting documentation. If the election by Lessor shall be given to Lessee Architect determines that the Available Restoration Funds are not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated sufficient to restore or rebuild the Premises such Individual Property to substantially its same condition and to provide sufficient revenue to replace rental revenue lost as a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date result of such casualty, Buyer shall have the Term of right to terminate this Lease shall then expire and this Lease shall be of no further force Agreement with respect to such Individual Property or effect. Thereafterthe Portfolio in which such Individual Property is located, Lessor in which event Buyer shall be entitled to sole possession a return of the Premisesportion of the Deposit allocable to such Individual Property or Portfolio, as applicable, provided that Buyer is not then in default hereunder after all applicable notice and cure periods, and a corresponding reduction in the Purchase Price shall be made at Closing. In Such right of termination must be exercised by Buyer, if at all, within ten (10) Business Days after receipt of such Second Notice. However, if (i) the event Architect determines that the Premises Available Restoration Funds are not repaired sufficient to restore such Individual Property to substantially its same condition and tenantable within 150 days after to provide sufficient revenue to replace rental revenue lost as a result of such casualty, or (ii) the damage or casualtydestruction constitutes less than a material part of an Individual Property, Lessee then (A) Buyer shall not have the option right to terminate this Lease Agreement, (B) the Purchase Price shall not be abated, (C) the Seller of such Individual Property shall assign to Buyer (without any recourse) on the Closing Date the rights of such Seller to the insurance proceeds (except to the extent already applied by written notice Seller in effecting the repair and restoration, or to Lessor at any time thereafter. but at least thirty (30)-days cover rent loss prior to closing), and (D) to the Premises being repaired extent not already applied by Seller to effect the repair and made tenantable.restoration, Buyer shall be entitled to receive from such Seller the sum of the deductible, if any, and the Seller’s Contribution Amount. As used herein, “

Casualty. In Notwithstanding any other provision to the contrary contained in this Section 11.02, in the event the Premises are damaged or destroyed by fire or other casualtythat, as a result of such Casualty, Lessee shall notify Lessor immediately. In reasonably estimate in the event exercise of commercially reasonable judgment that it will be unable to use such damaged Property for the Premises are rendered untenantable by fire customary operation of Lessee’s business for more than one hundred eighty (180) days and such Casualty has occurred in the last two (2) years of the Term or other casualtyany extension of the Term, Lessor then, subject to the terms and conditions hereinafter set forth, Lessee shall have the option of terminating this Lease or rebuilding the Premises and/or Buildingright, and in such event exercisable by written notice of the election by Lessor shall be given to Lessee not Lessor no later than thirty (30) days after settlement of any of Lessor’s insurance claims. In following such Casualty, to cause Lessor to modify this Lease to remove the event Lessor elects to rebuild damaged Property (and reduce the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion Base Annual Rental pursuant to the part of the Premises which are untenantable. Notwithstanding the foregoingterms below) and, if following such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualtyremoval, Lessee shall have the option no further responsibility to terminate Lessor with respect to such damaged Property, except for such indemnity or other provisions of this Lease by written notice which may. relate to such damaged Property. Such modification shall not be effective, and Lessee’s obligation to pay Base Annual Rental hereunder shall continue, until and unless (i) Lessee has complied with all obligations pursuant to Section 6.03 hereof, (ii) Lessee has paid to Lessor at any time thereafter. but at least thirty (30)-days prior all Rental and other amounts payable with respect to the Premises being repaired damaged Property through the date of the Casualty, and made tenantable(iii) Lessee has paid or has caused to be paid to Lessor as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Lessee with respect to the destruction or damage of such Property and not utilized towards the repair, alteration, restoration, replacement and rebuilding of such Property. Upon removal of a Property pursuant to this Section 11.02(e), the Base Annual Rental shall be adjusted by multiplying the then current Base Annual Rental by a fraction, the numerator of which is the total value of the retained Property (determined by the gross purchase price allocated to the particular Property by Lessor at the time of Lessor’s acquisition of the Property), the denominator of which is the total value for all of the Properties (determined by the gross purchase price allocated to the Properties by Lessor at the time of Lessor’s acquisition of the Properties).

Casualty. The risk of loss or damage or destruction to the Real Property by fire or other casualty is assumed by Seller until the Closing, but, except as specifically set forth in this Paragraph, Seller shall not be obligated to repair or replace any such loss or damage. In the event the Premises are damaged or destroyed by of fire or other casualty, Lessee Seller shall have thirty (30) days to notify Lessor immediatelyPurchaser (such notice is hereinafter referred to as the “Non-Election Notice”) whether it intends to rebuild the Real Property, but if Seller shall fail to notify Purchaser of its election within such [thirty (30)] day period Seller shall be deemed to have elected not to rebuild. In If Seller elects (or is deemed to have elected) not to repair or replace any such loss or damage to the event the Premises are rendered untenantable by fire or other casualty, Lessor Real Property then Purchaser shall have the option of terminating declaring this Lease or rebuilding the Premises and/or Building, and in such event written notice Contract of the election by Lessor shall be given to Lessee not later than Sale terminated within thirty (30) days of receipt of the Non-Election Notice (“Purchaser’s Election Period”)Seller's election not to rebuild, in which event Seller and Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Real Property shall terminate and neither Seller nor Purchaser shall have any further claim against the other; provided, however, that if Purchaser shall not have elected to terminate this Contract as aforesaid during Purchaser’s Election Period then Purchaser shall close title in accordance with this Contract (except that Closing shall be extended to the date which is ten (10) days after settlement of any of Lessor’s insurance claims. In the event Lessor date that Purchaser elects to rebuild close notwithstanding the PremisesNon-Election Notice) and pay in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies, if any, together with any payments under such policies made to Seller prior to the Closing not expended to repair or replace such loss, damage or destruction. If Seller elects to repair or replace any such loss or damage, Seller shall be entitled to reasonable adjournments of the Closing Date in which to perform the work, not exceeding sixty (60) days in the aggregate. If Seller elects to repair or replace any such loss or damage to the Real Property and if such loss or damage is not repaired (substantial completion thereof) prior to the Closing Date, as adjourned by Seller pursuant to this Paragraph, Purchaser shall have the option (to be exercised within ten (10) days of Seller's notice thereof (the “Incomplete Restoration Notice”) to Purchaser) of: (a) declaring this Contract of Sale terminated, in which event Seller or and Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall be restored to its former condition within a reasonable time, during which time Rent terminate and Lxxxxx’s pro rata share neither Seller nor Purchaser shall have any further claim against the other or (b) closing title in accordance with this Contract of Operating Costs Sale (except that Closing shall be abated in proportion extended to the part date which is twenty (20) days after Purchaser’s receipt of the Premises which are untenantableIncomplete Restoration Notice) and paying in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies for work not yet completed, together with any payments under such policies made to Seller prior to the Closing not expended to repair or replace such loss, damage or destruction; provided, however, that if Purchaser shall have failed to timely make an election it shall be deemed to have chosen (b) above. If Seller elects to repair or replace any such loss or damage to the Real Property, then substantial completion thereof will not be considered to have occurred unless such work has been substantially completed in a good and workmanlike manner and in accordance with all applicable laws and regulations within the requisite time period. Notwithstanding the foregoing, if the cost of the repairs and replacements is less than $25,000, as determined by an independent third party construction professional chosen by Seller and acting reasonably, Purchaser shall close title with a credit against the Purchase Price in such damage or destruction resulted from or was contributed to by amount which shall not exceed $25,000 and Seller shall retain the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything rights to the contrary contained insurance proceeds, if any, in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date respect of such casualty, the Term of this Lease . This Paragraph shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior govern to the Premises being repaired and made tenantableextent inconsistent with any applicable law.

Casualty. In After the event happening of any casualty to the Premises are damaged Mortgaged Property, whether or destroyed not required to be insured against under the policies to be provided under Section 1.5 herein, Mortgagor shall give prompt written notice thereof to Mortgagee generally describing the nature and cause of such casualty and the extent of the damage or destruction to the Mortgaged Property. Xxxxxxxxx hereby authorizes and directs each and every insurance company concerned to make payments for such loss directly and solely to Mortgagee (who may, but need not, make proof of loss). Prior to the occurrence of any of the Events of Default, Mortgagor is hereby authorized to adjust, collect, and compromise in its discretion all claims under all such policies, but following any of the Events of Default, Mortgagee shall and hereby is authorized to adjust, collect, and compromise in its discretion all claims under all such policies, and in such event, Mortgagor shall sign, upon demand by fire Mortgagee, all receipts, vouchers, and releases required by such insurance companies. Insurance proceeds, or other casualtyany part thereof, Lessee received by Mortgagee, after deducting therefrom any expenses incurred by Mortgagee in the collection or handling thereof (“net proceeds”), may be applied by Mortgagee, at its option, as follows: (i) to reduce the Obligations, or any part thereof, whether matured or unmatured; (ii) to fulfill any of Mortgagor’s covenants hereunder as Mortgagee shall notify Lessor immediatelydetermine; or (iii) to replace or restore the Mortgaged Property to a condition satisfactory to Mortgagee; or, in the alternative, Mortgagee may, at its option, release the net proceeds to Mortgagor for the purpose of restoration and repair of the Mortgaged Property under such terms and conditions as Mortgagor shall deem appropriate. No interest shall be payable by Xxxxxxxxx on account of any insurance proceeds at any time held by Xxxxxxxxx. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement entry of any judgment of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premisesforeclosure, the Premises rights of Mortgagee pursuant to this Section 1.6 shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share continue in Mortgagee as judgment creditor or mortgagee until confirmation of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantablesale.

Casualty. In If any act or occurrence of any kind or nature (including any casualty for which insurance was not obtained or obtainable) shall result in material damage to or destruction of the Project (such event being called a “Casualty Loss”), Borrower shall give prompt written notice thereof to Lender. All insurance proceeds paid or payable in connection with such Casualty Loss shall be paid to Lender. Lender shall have the Premises right either to (a) place all insurance proceeds received in connection with such Casualty Loss in the Loss Proceeds Account for the benefit of Lender and Borrower to be used to restore, repair or replace and rebuild the Project as nearly as possible to its value, condition and character immediately prior to such Casualty Loss, or (b) apply all insurance proceeds in connection with such Casualty Loss to the payment of the Obligations in such order as Lender may elect; provided, however, that if (i) no Potential Default or Event of Default shall have occurred and be continuing, (ii) Borrower provides evidence satisfactory to Lender of Borrower’s ability to pay all amounts becoming due under this Loan Agreement during the pendency of any restoration or repairs to or replacement of the Project, and (iii) Lender determines, in its reasonable discretion, that either (x) the cost of restoring the Project, as reasonably estimated by Xxxxxx, will not exceed $50,000.00 or (y) if the cost of restoring the Project, as reasonably estimated by Xxxxxx exceeds $50,000.00, that the proceeds are damaged sufficient to restore, repair, replace and rebuild the Project as nearly as possible to its value, condition and character immediately prior to such Casualty Loss, or, if the insurance proceeds are insufficient for such purpose, if Borrower provides additional sums to Lender’s satisfaction so that the aggregate of such sums and the insurance proceeds will be sufficient for such purpose, the insurance proceeds, together with additional sums provided by Borrower, shall be placed in the Loss Proceeds Account for the benefit of Lender and Borrower to be used to restore, repair, replace and rebuild the Project as nearly as possible to its value, condition and character immediately prior to such Casualty Loss, and any withdrawals from such Loss Proceeds Account shall be subject to the satisfaction of all conditions imposed by Xxxxxx using Lender’s standard construction loan advance procedures. Borrower hereby covenants to diligently prosecute any restoration, repairs or destroyed replacement of the Project undertaken by fire or on behalf of Grantor pursuant to this Section 4.23, and agrees that all such work shall be conducted pursuant to written contracts, subject to Xxxxxx’s prior written approval of such contracts, and free and clear of all mechanic’s or materialmen’s or other casualty, Lessee shall notify Lessor immediatelyliens or lien claims arising from such work. In the event any insurance proceeds remain following the Premises are rendered untenantable by fire restoration, repair or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice replacement of the election by Lessor Project, such proceeds shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In applied against the event Lessor elects to rebuild Obligations in accordance with the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term terms of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableLoan Agreement.

Casualty. In Sellers shall bear the event the Premises are damaged risk of loss with respect to any and all physical damage, destruction or destroyed by fire or other casualty, Lessee shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement loss of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion kind to the part of Improvements and Equipment occurring during the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted period from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualtythis Agreement until the Closing Date ("Casualty"). If any Improvement or Equipment has been materially damaged, destroyed or lost by Casualty occurring during the Term period from date of this Lease shall then expire and this Lease Agreement until the Closing Date, a good faith estimate for appropriate repairs and/or replacements shall be of no further force immediately obtained by Sellers' or effecttheir Affiliates' employees or third-party vendors hired by Sellers or their Affiliates, at Sellers' sole cost and expense, if any, from a reputable adjuster, independent contractor and/or vendor, as appropriate in Sellers' sole discretion. Thereafter, Lessor shall be entitled to sole possession If the total of the Premisesestimates for any one Casualty, or series of related Casualties, exceeds One Hundred Thousand Dollars ($100,000), Sellers shall notify Purchaser of the same in writing immediately after Sellers receive such estimates. Written notification of such Casualty shall include a copy of each of the employee's, adjuster's, contractor's and/or vendor's estimates stating with reasonable specificity the materials and work to be provided in regard to such repairs and/or replacements. In such event, and on the event condition that the Premises estimates provided by the employee, adjuster, contractor and/or vendor are not repaired and tenantable within 150 days after the damage or casualtyreasonably acceptable to Purchaser, Lessee Purchaser shall have the option to terminate this Lease by written notice to Lessor have Sellers either (i) complete, at any time thereafter. but at least thirty (30)-days Sellers' expense and prior to the Premises being repaired Closing Date if reasonably possible, any repairs and/or replacements necessary to restore such Improvements and made tenantableEquipment to at least their condition prior to the occurrence of such Casualty, or (ii) convey or assign to Purchaser, no later than the Closing Date, any insurance proceeds to which Sellers or their Affiliates may be entitled as a result of the subject Casualty and credit to Purchaser against the Purchase Price at the Closing the amount of any shortfall between such insurance proceeds so conveyed or assigned and the total amount of the estimates described above. If Sellers fail to obtain in a timely manner estimates from a reliable employee, adjuster, independent contractor and/or vendor under those circumstances where such are contemplated by this Section or if the estimates provided to Purchaser by Sellers pursuant to this Section are not reasonably acceptable to Purchaser, then Purchaser may obtain such estimates itself and shall provide copies of same to Sellers immediately upon Purchaser receiving same. The cost of obtaining such estimates, if any, shall be borne by Purchaser.

Casualty. In If at any time prior to Closing there is a Material Issue that occurs with respect to the Premises as a result of fire or any other casualty (“Casualty”), Seller shall give written notice (“Casualty Notice”) thereof to the Purchaser. If the Premises is the subject of such a Casualty, Purchaser shall have the option to: (i) terminate this Agreement upon written notice to Seller, if Seller is unwilling or unable to repair the damage to Purchaser’s reasonable satisfaction within a reasonable period of time or provide funds or a credit to the Purchase Price to provide funds for Purchaser to repair the damage, in which event the Deposit paid by the Purchaser, shall be returned to Purchaser, and, thereafter, this Agreement shall be deemed to be null, void and of no further force and effect; or (ii) accept title to the Premises are damaged with no adjustment of the Purchase Price and upon the Closing, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller and/or the County in and to the proceeds of any insurance with respect to the Premises paid between the date of this Agreement and Closing and any deductible payable by Seller (less amounts incurred by Seller in performing necessary repairs to protect the Premises), and all unpaid claims and rights in connection with losses to the Premises shall be assigned to Purchaser at Closing without in any manner affecting the Purchase Price. Risk of loss shall pass to Purchaser at Closing. For the purposes of this section, “Material Issue” means either any single issue, circumstance or destroyed by fire fact or series of issues, circumstances or facts, with respect to the Premises discovered and documented in a third-party report or otherwise that creates a potential liability or expense to Purchaser for repair or remedial costs or other casualtyexpense, Lessee shall notify Lessor immediatelyliability or obligation equal to or greater than Five Hundred Thousand Dollars ($500,000). In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the an immaterial part of the Premises which are untenantable. Notwithstanding is damaged or destroyed as a result of a Casualty and it is not a Material Issue, Seller shall promptly contract for and commence repairs and complete such repairs as soon as practicable and the foregoing, if such parties shall proceed with Closing as set forth herein without repair of the casualty damage or destruction resulted from or was contributed to by and Purchaser shall receive a credit against the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated Purchase Price in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as amount of the date of such casualtydamage estimate, the Term of this Lease shall then expire as reasonably determined by Seller and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantablePurchaser.

Casualty. In the event that the Premises are Property is damaged or destroyed by fire any fire, flood or other casualtycasualty after the date of this Agreement and prior to the Closing, Lessee Seller shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event give Buyer prompt written notice of the election damage. If the damage is not material, then at Closing (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Lessor shall be given Seller promptly upon receipt thereof. If the casualty causes material damage, then Buyer may elect by notice to Lessee not later than Seller within thirty (30) days after settlement Buyer is notified of such damage to either (i) elect to terminate this Agreement, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (a) Seller shall cause all collected insurance proceeds, plus the cash amount of Lessor’s all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (b) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance claimsrelating to the Property at Closing, and (c) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event Lessor elects to rebuild that the Premisescasualty is uninsured, Buyer may terminate this Agreement unless Buyer receives a credit against the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion Purchase Price equal to the part cost of repairs. Damage as to any one or more occurrences is “material” if the Premises which are untenantablecost to repair the damage, as reasonably estimated by Seller’s engineer or expert, exceeds Fifty Thousand Dollars ($50,000.00). Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee Buyer shall have the same respective obligations right to construct or install improvements as are designated participate in the Workletter. Notwithstanding anything to negotiations and settlement of any casualty-related claim in the contrary contained in this Article, Lessor shall only be event Buyer elects or is otherwise obligated to restore or rebuild proceed with the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for LesseeClosing. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term The provisions of this Lease Section 15.1 shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of survive the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableClosing.

Casualty. In If, prior to the event Scheduled Closing Date, all or a Significant Portion of the Premises are Real Property and Improvements is destroyed or damaged or destroyed by fire or other casualty, Lessee shall Seller will notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date Purchaser of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall Purchaser will have the option to terminate this Lease by written Agreement upon notice to Lessor at Seller given not later than fifteen (15) days after receipt of Seller’s notice. If this Agreement is terminated, the Xxxxxxx Money Deposit will be returned to Purchaser and thereafter neither Seller nor Purchaser will have any time thereafterfurther rights or obligations to the other hereunder except with respect to the Termination Surviving Obligations. If Purchaser does not elect to terminate this Agreement or less than a Significant Portion of the Real Property and Improvements is destroyed or damaged as aforesaid, neither Seller nor the Property Owner will be obligated to repair such damage or destruction but at least thirty (30)-days a) Seller will (or will cause Property Owner to) (i) turn over to Purchaser the insurance proceeds net of reasonable collection costs (or if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty and (ii) assign to AFE (as reconstituted on the Closing Date with Purchaser as the direct or indirect owner therein), without any representation, warranty or recourse whatsoever, all of Property Owner’s rights, if any, to any payments to be made (after the Closing Date) with respect to the Property under any applicable rental loss insurance policies in effect on the Closing Date, and (b) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser will receive credit for any insurance deductible amount. In the event Seller or Property Owner elects to perform any repairs as a result of a casualty prior to Closing, (i) the Premises being repaired performance thereof shall be subject, except in the case of emergency or to perform repairs required by applicable law, to Purchaser’s consent, not to be unreasonably withheld, conditioned or delayed, and made tenantable(ii) Seller will be entitled to deduct its costs and expenses from any amount to which Purchaser is entitled under this Section 11.1, which right shall survive the Closing. Neither Seller nor Property Owner will have any right to elect to perform any repairs after the Closing.

Casualty. In If prior to the event date of the Premises are Closing the Premises, or any portion thereof, shall be damaged or destroyed by fire reason of fire, storm, accident or other casualty, Lessee then Seller shall notify Lessor immediatelyimmediately give notice thereof to Buyer. If such casualty will upon execution of the Lease, give Tenant the option to terminate the Lease and if Tenant exercises such option or refuses to modify the form of the Lease to specifically acknowledge and accept such casualty, this Agreement shall be null and void, whereupon the full amount of the Earnest Money Deposit shall be paid by Xxxxxx Agent to Buyer, and all parties shall thereupon be relieved of all further liability hereunder. If such casualty does not give Tenant the option to terminate the Lease, or if it gives Tenant the option to terminate the Lease and Tenant waives such option in writing, and if Seller or Seller's lender, if any, agrees to make the proceeds of insurance available for reconstruction of the Improvements, then the parties shall proceed with the Closing in accordance with, and subject to the terms hereof. In such event, all such proceeds of any insurance will be applied toward reconstruction subject to the rights of Tenant in such proceeds under the Lease and the rights of Seller's lender, if any, to receive and disburse the proceeds of any insurance. In the event the Premises are rendered untenantable by fire or other casualtyBuyer, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Buildingat its option, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in close this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days transaction prior to the Premises being repaired completion of restoration, then the proceeds of any insurance will be assigned to Buyer and made tenantableSeller will credit Buyer at Closing with an amount equal to the deductible under the applicable insurance policy and any amounts reasonably determined by Buyer to constitute the difference between (i) the amount of the insurance proceeds (and deductible) and (ii) the cost of reconstruction.

Casualty. In If the event the Premises Premises, or any portion thereof, are destroyed or damaged by fire, explosion, or destroyed by fire or any other casualty, Lessee shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualtythen Tenant shall, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Buildingas soon as practicable, and upon receipt of an agreement by Landlord’s mortgagee, in form and content reasonably satisfactory to Landlord, Tenant and Landlord’s mortgagee, to advance insurance proceeds to Tenant for such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premisesrepair, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage rebuilding or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor on a construction loan type basis, repair, restore, and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard conditioncondition equivalent to that existing prior to such casualty, and nothing herein shall do so each time and as often as any portion of the Premises shall be construed destroyed or damaged; all insurance proceeds relating to obligate Lessor such casualty shall be deposited, in trust, with Landlord’s mortgagee or a title insurance company or another independent third party, satisfactory to Landlord and Tenant, to be held for disbursement in payment or reimbursement of the costs of such repair, restoration, and rebuilding; and the term hereof and the rent and other payments due hereunder shall continue without modification except to the extent rental interruption insurance proceeds are made available to Landlord. If such repair, restoration, or rebuilding is prohibited by applicable law, then such casualty shall be deemed to be a taking under Section 13, the insurance proceeds relating thereto shall be treated as the award, and this Lease may be subject to termination as provided in Section 13. Except as provided in the immediately preceding sentence or in Section 12.1, below, no damage or destruction of any circumstances to repair building or restore improvements made any of the fixtures or other property therein shall be grounds for the termination of this Lease or relieve the Tenant from any obligation created or imposed by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate virtue of this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as any laws of the date of such casualtystate in which the Premises is located to the contrary notwithstanding, including, but without limiting the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession generality of the Premises. In foregoing, Tenant’s obligation to make payment of the event rent and all other charges on the Premises are not repaired part of the Tenant to be paid, and tenantable within 150 days after the damage or casualty, Lessee shall have Tenant’s obligation to perform all other covenants and agreements on the option part of the Tenant to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantablebe performed.

Casualty. In If a Destruction occurs, the event Lessee shall give Lessor and Lessor's Mortgagee prompt written notice thereof, and describe in reasonable detail in each case the Premises are damaged facts or destroyed by fire circumstances of the Destruction and the damage to or other casualtyloss or destruction of the Leased Property. So long as no Event of Default exists, Lessee shall notify Lessor immediately. In at its cost and expense, in the event name and on behalf of the Premises are rendered untenantable by fire Lessor, Lessee, Lessor's Mortgagee or otherwise, appear in any such proceeding or other casualtyaction, negotiate, accept and prosecute any claim for any award, compensation, insurance proceeds or other payment on account of any such Destruction and, subject to paragraph (b) below, cause each such award, compensation, insurance proceeds or other payment to be paid to Lessor's Mortgagee, if any, and otherwise, to Lessor. Lessee shall use commercially reasonable efforts to achieve the maximum award or other recoveries obtainable under the circumstances. Any negotiated awards, settlement or recoveries shall be subject to Lessor's and Lessor's Mortgagee's prior written approval (and if approved, Lessee shall be deemed to have used commercially reasonable efforts to achieve the maximum award or other recoveries obtainable under the circumstances). Lessee shall promptly inform Lessor of all settlement offers. Lessor and Lessor's Mortgagee may appear in any such proceeding or other action in a manner consistent with the foregoing and the costs and expenses of any such appearance shall be borne by Lessee and payable to Lessor as Additional Rent. If an Event of Default exists, Lessor's Mortgagee (or if there be none, Lessor) shall have the option of terminating this Lease or rebuilding the Premises and/or Buildingexclusive right at Lessee's cost to negotiate, adjust and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premisessettle awards, the Premises shall be restored to its former condition within a reasonable time, during which time Rent settlements and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of recoveries without Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantable's approval.

Casualty. In the event the Premises are If any Individual Property shall be damaged or destroyed destroyed, in whole or in part, by fire or other casualtycasualty (a “Casualty”), Lessee Borrower shall notify Lessor immediatelygive prompt notice of such damage to Lender and shall promptly commence and diligently prosecute the completion of the Restoration of the applicable Individual Property (or, with respect to any Individual Property for which no Leased Fee Lease Termination Period has occurred and is continuing and to the extent Tenant is obligated to do so pursuant to the Leased Fee Lease, cause the Tenant under the Leased Fee Lease to do the same) and otherwise comply with the provisions of Section 7.4, provided, however, Borrower shall not be required to cause a Tenant to take actions such Tenant is not required to take pursuant to a Leased Fee Lease (nor shall Borrower be obligated to take any such actions so long as no Leased Fee Lease Termination Period has occurred and is continuing with respect to such Individual Property). Borrower shall pay (or cause the Tenant under the Leased Fee Lease to pay) all costs of Restoration (including, without limitation, any applicable deductibles under the Policies) whether or not such costs are covered by the Net Proceeds, provided, however, Borrower shall not be required to cause a Tenant to cause a Tenant to make payments such Tenant is not required to pay pursuant to a Leased Fee Lease (nor shall Borrower be obligated to make such payment so long as no Lease Fee Lease Termination Period has occurred and is continuing with respect to such Individual Property). Lender may, but shall not be obligated to, make proof of loss if not made promptly by Borrower. In the event that the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within Tenant under a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Leased Fee Lease shall be required to restore such Individual Property pursuant to the terms of no further force or effect. Thereaftersuch Leased Fee Lease and shall fail to do so and a Leased Fee Lease Termination Period shall occur with respect to such Individual Property (such Individual Property, Lessor a “Leased Fee Lease Restoration Failure Property”), Borrower shall not be entitled required to sole possession comply with the terms of this Section 7.2 to complete the Restoration of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee applicable Individual Property so long as Borrower shall have released such Individual Property in accordance with the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired terms and made tenantableconditions of Section 2.7(d) hereof.

Casualty. The risk of loss or damage or destruction to the Premises by fire or other casualty is assumed by Seller until the Closing, but, except as specifically set forth in this Paragraph, Seller shall not be obligated to repair or replace any such loss or damage. In the event the Premises are damaged or destroyed by of fire or other casualty, Lessee Seller shall have thirty (30) days to notify Lessor immediately. In the event Purchaser whether it intends to rebuild the Premises are rendered untenantable by fire prior to the Closing Date, but if Seller shall fail to notify Purchaser of its election within such thirty (30) day period Seller shall be deemed to have elected not to rebuild. If Seller elects (or other casualty, Lessor is deemed to have elected) not to repair or replace any such loss or damage to the Premises then both Seller and Purchaser shall have the option of terminating declaring this Lease or rebuilding the Premises and/or Building, and in such event written notice Contract of the election by Lessor shall be given to Lessee not later than Sale terminated within thirty (30) days after settlement of any Seller's election not to rebuild, in which event Seller or Purchaser (as the case may be) shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Lessor’s insurance claims. In the event Lessor elects Sale and all rights of Purchaser hereunder and to rebuild the Premises, the Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the other; provided that if neither party shall have elected to terminate this Contract as aforesaid then Purchaser shall close title in accordance with this Contract and pay in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, except for a credit to the Purchase Price for the amount of any deductible under Seller’s policies, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be restored made under any applicable hazard insurance policies, if any, together with any payments under such policies made to its former condition within a reasonable timeSeller prior to the Closing not expended to repair or replace such loss, during which time Rent and Lxxxxx’s pro rata share of Operating Costs damage or destruction. If Seller elects to repair or replace any such loss or damage, Seller shall be abated entitled to reasonable adjournments of the Closing Date in proportion which to perform the work, not exceeding one hundred twenty (120) days in the aggregate, and in no event beyond the expiration of Purchaser’s mortgage commitment or rate lock. If Seller elects to repair or replace any such loss or damage to the part Premises and if such loss or damage is not repaired (substantial completion thereof) prior to the Closing Date, as adjourned by Seller pursuant to this Paragraph, Purchaser shall have the option (to be exercised within ten (10) days of Seller's notice thereof to Purchaser) of: (a) declaring this Contract of Sale terminated, in which event Seller or Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the other or (b) closing title in accordance with this Contract of Sale and paying in full the Purchase Price, without any abatement thereof, except for a credit to the Purchase Price for the amount of any deductible under Seller’s policies, or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies for work not yet completed, together with any payments under such policies made to Seller prior to the Closing not expended to repair or replace such loss, damage or destruction; provided that if Purchaser shall have failed to timely make an election it shall be deemed to have chosen (b) above. Seller shall not settle or compromise any insurance claim without the prior written consent of Purchaser which are untenantableconsent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if the cost of the repairs and replacements is less than $25,000, as determined by an independent third party professional chosen by Seller and reasonably acceptable to Purchaser, Purchaser shall close title with a credit against the purchase price in such damage or destruction resulted from or was contributed to by amount which shall not exceed $25,000 and Seller shall retain the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything rights to the contrary contained insurance proceeds, if any, in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date respect of such casualty, the Term of this Lease . This Paragraph shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior govern to the Premises being repaired and made tenantableextent inconsistent with any applicable law.

Casualty. In If all or any part of the event the Premises are Property shall be damaged or destroyed by fire or other casualty, Lessee Tenant shall promptly notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or BuildingLandlord thereof, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of shall, with reasonable promptness and diligence, rebuild, replace and repair any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the actProperty, omissionat its expense, fault or neglect in conformity with the requirements of LesseeArticle 5, or Lessee’s employeesin such manner as to restore the same to the same condition, invitees or agentsas nearly as possible, then as existed prior to such casualty and there shall be no abatement of Basic Rent and Lxxxxx’s pro rata share or Additional Rent. Proceeds of Operating Costs. In the case casualty insurance of such restoration, Lessor and Lessee shall have the same respective obligations to construct $100,000 or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs less shall be paid to Tenant. Proceeds in excess of $100,000 shall be held in escrow by Landlord (or by Lender if requested by Lender) Lender and adjusted paid to Tenant, but only against certificates of Tenant and appropriate lien waivers delivered to Landlord or Lender from time to time as such work or repair progresses, each such certificate describing the work or repair for which Tenant is requesting payment and the cost incurred by Tenant in connection therewith and stating that Tenant has not theretofore received payment for such work and has sufficient funds remaining to complete the work free of liens or claims. Any proceeds remaining after Tenant has repaired the Property shall be delivered to Tenant but only to the extent that the aggregate amount of such proceeds so remaining and all amounts theretofore paid to Tenant pursuant to this sentence do not exceed $100,000. If such aggregate amounts exceed $100,000, the excess may be retained by Landlord and applied in reduction of the date principal amount of the indebtedness secured by any Permitted Encumbrance or paid to Tenant at Landlord's sole option with the consent of Lender. If any such casualtyamount is applied to reduce the principal amount of indebtedness secured by the Property, the Term of this Lease shall then expire and this Lease monthly reduction in debt service payments shall be applied dollar for dollar as a reduction of no further force or effectthe Basic Rent due hereunder. Thereafter, Lessor No payment shall be entitled made to sole possession Tenant if any default or Event of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee Default shall have the option to terminate happened and be continuing under this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableLease.

Casualty. In If the event the Demised Premises are shall be damaged or destroyed by fire or other casualtycauses, Lessee but are not wholly untenantable, the damage shall notify Lessor immediatelybe repaired by the Landlord upon receipt of the insurance proceeds, and at its own expense. In such event, this lease shall not terminate, but shall remain in full force and effect, but the event rent shall be apportioned according to the part of the Demised Premises usable by Tenant to conduct its business. Due allowances shall be made for delays from labor troubles, material shortages, or any other causes, whether similar or dissimilar to the foregoing, beyond Landlord's control. If, however, the Demised Premises are rendered wholly untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Buildingcauses, and in such event written notice of the election by Lessor shall be given to Lessee Landlord does not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects intend to rebuild the Premisessame, or if the building of which the Demised Premises are a part shall be restored so damaged or not, that Landlord determines to its former condition demolish or rebuild the building, then in any of such events the Landlord may within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if ninety days after such damage or destruction resulted from or was contributed to by the actdestruction, omission, fault or neglect give Tenant notice of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard conditionits decision, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of thereupon this Lease shall terminate three days after such notice is given and the Tenant shall immediately vacate the Demised Premises and surrender the same to the Landlord, paying the rent to the time said Demised Premises were wholly untenantable, to the time said Demised Premises are surrendered to Landlord. If, however, within said ninety days Landlord shall notify Tenant that it intends to repair and rebuild the Demised Premises, then expire and this Lease shall be of no further not terminate but shall remain in full force or and effect. Thereafter, Lessor except that the rent shall be entitled to sole possession of the Premises. In the event the xxxxx while said Demised Premises are not repaired wholly untenantable, but shall commence again when the Demised Premises are restored and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableready for occupancy.

Casualty. Seller shall promptly notify Buyer of any casualty affecting the Property. In the event that all or any "substantial portion" of the Premises are Property shall be damaged or destroyed by fire or other casualtycasualty after the Effective Date and before the Closing Date, Lessee Buyer may, at its option, terminate this Agreement by written notice thereof to Seller within ten (10) days after Seller notifies Buyer in writing of the casualty and the availability and amount of insurance proceeds, in which event the Escrow Agent shall notify Lessor immediatelydeliver the Xxxxxxx Money to Buyer, without the consent or joinder of Seller being required, this Agreement shall be null and void, and Seller and Buyer shall be released from all further obligations under this Agreement except as may be otherwise set forth herein. In the event Buyer does not elect to terminate this Agreement as described above, Buyer shall proceed to close the Premises are rendered untenantable transaction contemplated herein pursuant to the terms hereof, in which event Seller shall deliver to Buyer at the Closing any insurance proceeds actually received by fire or other Seller attributable to the Property from such casualty, Lessor shall have and assign to Buyer at Closing, to the extent assignable, all of Seller's right, title and interest in any claim under any applicable insurance policies in respect of such casualty not yet paid to Seller, together with payment to Buyer, in cash (or at Buyer's option by credit against the Purchase Price), of terminating this Lease or rebuilding an amount equal to the Premises and/or Buildingsum of (a) deductible(s), if any, applicable to such loss under the insurance policy(ies), (b) the amount of any uninsured loss, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30c) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises proceeds which are untenantable. Notwithstanding the foregoingnot assignable or assigned to Buyer at Closing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then and there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated reduction in the WorkletterPurchase Price for the Property (other than the aforementioned credit, if so elected by Buyer). Notwithstanding anything to If the contrary contained in this Articlecasualty loss does not involve a "substantial portion" of the Property, Lessor as defined herein, then Buyer shall only be obligated to restore or rebuild close the Premises transaction contemplated herein according to a building standard conditionthe terms hereof, notwithstanding such casualty loss, and nothing herein Seller shall be construed (i) deliver to obligate Lessor under Buyer at the Closing any circumstances insurance proceeds actually received by Seller attributable to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of Property from such casualty, and (ii) assign to Buyer at Closing, to the Term extent assignable, all of Seller's right, title, and interest in any claim under any applicable insurance policies in respect of such casualty not yet paid to Seller, together with payment to Buyer, in cash (or at Buyer's option by credit against the Purchase Price), of an amount equal to the sum of (x) any insurance proceeds which are not assignable or assigned to Buyer at Closing, (y) deductible(s), if any, applicable to such loss under the insurance policy(ies), and (z) the amount of any uninsured loss, and there shall be no reduction in the Purchase Price for the Property (other than the aforementioned credit, if so elected by Buyer). For purposes of this Lease Section 22(B), the phrase "uninsured loss" shall then expire and this Lease shall be of no further force or effect. Thereaftermean any loss resulting from a casualty which is not covered by Seller's casualty insurance policy, Lessor shall be entitled as opposed to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualtyany loss which, Lessee shall have the option though covered, is subject to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantablea deductible.

Casualty. In If after the event Effective Date and prior to the Premises are Closing any Property is damaged or destroyed by fire or other casualtycasualty (a “Casualty”), Lessee Seller shall, promptly upon receiving actual knowledge thereof, notify Purchaser of the same. If, as a result of such Casualty, (a) the tenant of such Property other than the Property commonly known as 0000/0000 Xxxxxxxxx Xxxxxxx, Xxxxxxx, XX (the “IBM Property”) is entitled to and elects to terminate its Lease with respect to such Property or (b) International Business Machines (“IBM”) is entitled to and elects to terminate its Lease with respect to the IBM Property (each a “Casualty Tenant Termination Event”), then Seller shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written promptly upon receiving notice of such Casualty Tenant Termination Event notify Purchaser of the election by Lessor shall be given to Lessee not later than thirty same (30a “Casualty Tenant Termination Notice”). Within five (5) days after settlement receipt of any the Casualty Tenant Termination Notice (but in no event later than the Closing Date), Purchaser shall notify Seller in writing of LessorPurchaser’s insurance claimselection to either (i) subject to the limitations of Sections 7.2.1(4) and 7.2.2(9), terminate this Agreement with respect to such Property, in which case the Purchase Price shall be reduced by the Allocated Purchase Price for such Property, or (ii) to acquire such Property notwithstanding the Casualty Tenant Termination Event. In the event Lessor If (i) Purchaser elects to rebuild acquire such Property notwithstanding the PremisesCasualty Tenant Termination Event or fails to terminate this Agreement with respect to such Property within such five (5) day period, or (ii) such Casualty does not give rise to a Casualty Tenant Termination Event, then Purchaser shall proceed to Closing, and as of Closing, (1) Seller shall (A) assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance and rent abatement insurance applicable to any period beginning with the Premises Closing Date) due Seller as a result of such Casualty, and (B) provide written confirmation from GECC that such insurance proceeds can be assigned to Purchaser and will be available after Closing to Purchaser to effectuate the needed repairs, (2) Purchaser shall be restored to its former condition within a reasonable timeassume full responsibility for all needed repairs (as between Purchaser and Seller, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion but subject to the part terms of the Premises which are untenantable. Notwithstanding applicable Lease with respect to any rights of the foregoingapplicable tenant), if and (3) Purchaser shall receive a credit at Closing for any deductible amount under such damage or destruction resulted from or was contributed insurance policies to the extent not payable by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In applicable tenant under the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletterapplicable Lease. Notwithstanding anything contained herein to the contrary contained in contrary, if a Casualty shall occur to any Property and, as a result of such Casualty, the lender providing the Term Financing Commitment will not close the loan contemplated by the Term Financing Commitment with respect to such Property, GECC will not close the GE Bridge Loan with respect to such Property or GECC or Senior Lender (as applicable) will not close the Bridge Loan with respect to such Property (as applicable pursuant to Section 4.3.2), then, subject to the limitations of Sections 7.2.1(4) and 7.2.2(9), this Article, Lessor Agreement shall only be obligated automatically terminate with respect to restore or rebuild such Property and the Premises to a building standard condition, and nothing herein Purchase Price shall be construed to obligate Lessor under any circumstances to repair or restore improvements made reduced by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date Allocated Purchase Price of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableProperty.

Casualty. In Prior to the event Closing and notwithstanding the Premises are pendency of this Agreement, the entire risk of loss or damage by earthquake, flood, landslide, fire, hurricane, tornado or other casualty shall be borne and assumed by Seller. If, prior to Closing any part of the Property is damaged or destroyed by fire earthquake, flood, landslide, fire, hurricane, tornado or other casualtycasualty (the "Casualty"), Lessee Seller shall immediately notify Lessor immediatelyBuyer of such fact. In the event the Premises are rendered untenantable by fire or other casualtysuch event, Lessor Buyer shall have the option of terminating to terminate this Lease or rebuilding Agreement in accordance with the Premises and/or Building, and in such event preceding section upon written notice of the election by Lessor shall be to Seller given to Lessee not later than thirty (30) days after settlement receipt of any of Lessor’s insurance claimssuch notice from Seller. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects If Buyer does not elect to terminate this LeaseAgreement, the RentSeller shall assign and turn over, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor Buyer shall be entitled to sole possession receive and keep, all insurance proceeds payable with respect to such destruction (which shall then be repaired or not at Buyer's option and cost), plus Seller shall pay over to Buyer an amount equal to the deductible amount with respect to the insurance and the parties shall proceed to Closing pursuant to the terms hereof without modification of the Premisesterms of this Agreement and without any reduction in the Purchase Price. In the event the Premises are If Buyer does not repaired and tenantable within 150 days after the damage or elect to terminate this Agreement by reason of any casualty, Lessee Buyer shall have the option right to terminate this Lease by written notice participate in any adjustment of the insurance claim. At Buyer's sole option, if the Casualty causes less than $50,000 total damage, (a) Seller shall, at Seller's sole cost, restore the Property to Lessor at any time thereafter. but at least thirty the same condition as of the effective date of this Agreement, and the Closing shall be postponed, or (30)-days prior b) Seller shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds payable with respect to such destruction (which shall then be repaired), plus Seller shall pay over to Buyer an amount equal to the Premises being repaired deductible amount with respect to the insurance and made tenantablethe parties shall proceed to Closing pursuant to the terms hereof without modification of the terms of this Agreement and without any reduction in the Purchase Price.

Casualty. In If after the event Effective Date and prior to the Premises are Closing the Real Property or Improvements is damaged or destroyed by fire or other casualtycasualty (a “Casualty”), Lessee Seller shall, promptly upon Seller, AFE, PXR, PXURA or PXLA receiving actual knowledge thereof, notify Purchaser of the same. If, as a result of such Casualty, Schwab is entitled to and elects to terminate its Lease with respect to the Real Property or Improvements (a “Casualty Tenant Termination Event”), then Seller shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire promptly upon Seller, AFE, PXR, PXURA or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written PXLA receiving notice of such Casualty Tenant Termination Event notify Purchaser of the election by Lessor shall be given to Lessee not later than thirty same (30a “Casualty Tenant Termination Notice”). Within five (5) days after settlement receipt of the Casualty Tenant Termination Notice (but in no event later than the Closing Date), Purchaser shall notify Seller in writing of Purchaser’s election to either (i) terminate this Agreement in which case, Escrow Agent shall immediately direct any of Lessor’s insurance claimsXxxxxxx Money previously deposited by Purchaser with Escrow Agent in accordance with Section 3.4 hereof and thereafter the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) to acquire the Membership Interests notwithstanding the Casualty Tenant Termination Event. In the event Lessor If (i) Purchaser elects to rebuild acquire the Premises, Membership Interests notwithstanding the Premises shall be restored Casualty Tenant Termination Event or fails to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion terminate this Agreement with respect to the part Membership Interests within such five (5) day period, or (ii) such Casualty does not give rise to a Casualty Tenant Termination Event, then Purchaser shall proceed to Closing, and as of Closing, (1) Seller shall provide written confirmation that any resulting insurance proceeds (including any rent loss insurance and rent abatement insurance applicable to any period beginning with the Closing Date) due AFE, PXR, PXURA, PXLA or an affiliate of Seller as a result of such Casualty will be available after Closing to AFE, PXR, PXURA and PXLA to effectuate the needed repairs, (2) AFE, PXR, PXURA and PXLA shall maintain full responsibility for all needed repairs (subject to the terms of the Premises which are untenantable. Notwithstanding Schwab Lease with respect to any rights of Schwab), and (3) Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies to the foregoing, if such damage or destruction resulted from or was contributed to extent not payable by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the WorkletterSchwab. Notwithstanding anything contained herein to the contrary contained in this Articlecontrary, Lessor if a Casualty shall only be obligated occur to restore the Real Property or rebuild the Premises to Improvements and, as a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Leaseresult of such Casualty, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, lender providing the Term of Financing Commitment will not close the loan contemplated by the Term Financing Commitment with respect to the Membership Interests, GECC will not close the GE Bridge Loan with respect to the Membership Interests or Senior Lender will not close the Bridge Loan with respect to the Membership Interests (as applicable pursuant to Section 4.3.2), then, this Lease Agreement shall then expire automatically terminate in which case, Escrow Agent shall immediately direct any Xxxxxxx Money previously deposited by Purchaser with Escrow Agent in accordance with Section 3.4 hereof and this Lease thereafter the parties hereto shall be of have no further force rights or effect. Thereafterobligations hereunder, Lessor shall be entitled to sole possession of except for rights and obligations which, by their terms, survive the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantabletermination hereof.

Casualty. In (a) If, on or prior to the event the Premises are Closing with respect to a Real Property Asset, all or a "material part" (as defined below) of such Real Property Asset shall be damaged or destroyed by fire or other casualtycasualty (a "casualty event"), Lessee then, in any such event, Acquiror may, at its option, either (i) elect to exclude such Real Property Asset from the transactions contemplated by this Agreement, whereupon such Real Property Asset shall notify Lessor immediately. In be deemed to be an Excluded Real Property Asset, the Non-ALSF Purchase Price and the ALSF Purchase Price, as applicable, shall be reduced by the amount of net insurance proceeds actually received, or the amount of insurance proceeds Seller and Acquiror reasonably estimate should be received with respect to such Excluded Real Property Asset and Seller and Acquiror shall be released of all obligations and liabilities of whatsoever nature in connection with such Excluded Real Property Asset (other than Seller's obligations to cause such asset to be transferred or distributed in accordance with Section 5.08 and Seller's indemnification obligations hereunder in respect of Excluded Assets), or (ii) proceed to close the transactions contemplated by this Agreement, in which event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice all of the provisions of Subsections 9.01(b)(i) and 9.01(b)(ii) below shall apply. If a Real Property Asset is elected to be treated as an Excluded Real Property Asset pursuant to clause (i) of this Section 9.01(a), then Seller shall use all reasonable commercial efforts to cause such Excluded Real Property Asset to be transferred from the applicable Company prior to the applicable Closing Date. If Acquiror shall fail to make an election by Lessor shall be given pursuant to Lessee not later than this Section 9.01(a) prior to the earlier of (A) thirty (30) days after settlement Acquiror's receipt of any written notice of Lessor’s insurance claims. In the applicable casualty event Lessor elects to rebuild from Seller and (B) the Premisesapplicable Closing Date, the Premises then Acquiror shall be restored deemed to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion have made an election pursuant to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term clause (ii) of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableSection 9.01(a).

Casualty. In If, prior to the Close of Escrow, any portion of the Property is damaged by earthquake, fire, liquefaction or other event of casualty (collectively, “Casualty”), and the cost to restore the Property to the condition that existed immediately prior to such Casualty is less than Two Hundred Fifty Thousand Dollars ($250,000), in Seller’s reasonable estimate (and verified by a third party contractor not affiliated with Seller), then Purchaser shall be required to purchase the Property, and shall receive from Seller a credit against the Purchase Price at the Close of Escrow in the amount of such restoration estimate, except that, in the event insurance proceeds for such Casualty have not actually been collected by Seller prior to the Close of Escrow, Purchaser shall receive an assignment of such insurance proceeds at the Close of Escrow in lieu of receiving a credit against the Purchase Price. Alternatively, in the event the Premises are damaged cost to restore the Property to the condition that existed immediately prior to such Casualty is or destroyed exceeds Two Hundred Fifty Thousand Dollars ($250,000), in Seller’s reasonable estimate (and verified by fire or other casualtya third party contractor not affiliated with Seller), Lessee shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor then Purchaser shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects right to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease Agreement by written notice to Lessor Seller and Escrow Holder within ten (10) Business Days following the determination of the cost to restore the Property. If this Agreement is terminated pursuant to this Section 9.2, neither party shall have any further rights or obligations hereunder except for the Surviving Obligations, and the Initial Deposit and Additional Deposit, as applicable, shall be promptly returned to Purchaser (less the Purchaser Independent Consideration, fifty percent (50%) of the Nonrefundable Consideration and less one-half (1/2) of any escrow and title cancellation fees and charges; the other one-half (1/2) of which escrow and title cancellation fees and charges shall be paid by Seller). If this Agreement is not terminated by reason of such Casualty, then Seller shall not compromise, settle or adjust any claims with respect to such Casualty without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, condition or delayed, and Purchaser shall receive from Seller a credit against the Purchase Price at any time thereafter. but at least thirty (30)-days the Close of Escrow in the amount of such restoration estimate for the Casualty, except that, in the event insurance proceeds for such Casualty have not actually been collected by Seller prior to the Premises being repaired and made tenantableClose of Escrow, Purchaser shall receive an assignment of such proceeds at the Close of Escrow in lieu of receiving a credit against the Purchase Price.

Casualty. In If, prior to the event Closing Date, a material part (as defined in this Section 16.2) of the Premises are Property is destroyed or damaged by fire or destroyed other casualty (a “Damaged Property”), Seller shall promptly notify Buyer of such fact and Buyer, at its option, may terminate the Agreement by giving notice to Seller not later than ten (10) Business Days after receipt of Seller’s notice. For the purposes hereof, a “material part” of the Property shall mean any portion of the Property where the amount required to repair or restore the destruction or damage caused by fire or other casualty is reasonably estimated by Buyer and Seller to be more than two and one-half percent (2.5%) of the Purchase Price, or if any Tenant occupying more than 3,000 square feet terminates its Lease at the Property as a result of the fire or other casualty. Provided, if any Tenant terminates its lease as a result of a casualty, the Purchase Price shall be reduced using the formula for calculation of an Earnout Payment and the terminated lease shall become an Earnout Space. If Buyer does not elect to terminate this Agreement as aforesaid, or if there is damage to or destruction of an “immaterial part” (i.e., anything other than a material part) of the Property by fire or other casualty, Lessee shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent the Purchase Price and LxxxxxSeller shall assign to Buyer (without recourse) on the Closing Date the rights of Seller to any portion of the proceeds that has not been used by Seller to repair such casualty under Seller’s pro rata share of Operating Costs. In insurance policies, if any, covering the case of Property with respect to such restoration, Lessor and Lessee shall have the same respective obligations to construct damage or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard conditiondestruction, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor Buyer shall be entitled to sole possession receive and keep any such monies received from such insurance policies (and shall be entitled to applicable deductibles, if any). In furtherance hereof, in the event an “immaterial part” of the Premises. In the event the Premises are not repaired and tenantable within 150 days Property is damaged after the date hereof, Seller shall, in accordance with sound management practice, repair such damage and Buyer shall, on the Closing Date, reimburse to Seller the cost thereof, less any amount of insurance proceeds received by Seller (but not paid to Buyer) in connection therewith. Seller shall not enter into any settlement with the insurance carrier without the consent of Buyer, which shall not be unreasonably withheld, conditioned or casualtydelayed. Seller shall not modify, Lessee shall have the option terminate or otherwise permit any of Seller’s existing insurance policies to lapse or terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired Closing Date. If any damage or destruction which occurs prior to the Closing Date is not covered by Seller’s insurance, then Buyer’s sole remedy shall be to either (a) close and made tenantablereceive a credit against the Purchase Price in the amount of such damage or destruction, or (b) terminate this Agreement in accordance with Section 16.3 hereof.

Casualty. In If the event Improvements shall be destroyed or damaged at any time following the Premises are damaged or destroyed Effective Date but prior to the Closing Date by fire fire, flood, wind or other casualty, Lessee Seller shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event give Purchaser prompt written notice (the “Casualty Notice”) thereof. If the cost of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement repair of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage shall exceed $100,000 (as determined by an estimate of Seller’s insurer or destruction resulted from or was contributed to an architect retained by the actSeller), omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee Purchaser shall have the option to terminate this Lease Agreement by giving Seller written notice thereof within ten (10) days of Purchaser’s receipt of the Casualty Notice, in which event the Xxxxxxx Money shall be immediately returned to Lessor Purchaser, and except as otherwise expressly provided herein to the contrary, neither Purchaser nor Seller shall have any further rights or liabilities accruing hereunder after said termination. If Purchaser receives a Casualty Notice and does not elect to terminate this Agreement within the time and in the manner described in the immediately preceding sentence (or does not have the right to terminate this Agreement), (i) Purchaser shall accept the Improvements as so damaged or destroyed, (ii) all of the proceeds of any insurance paid prior to Closing as a result of such damage or destruction shall be assigned by Seller to Purchaser and delivered to Purchaser at Closing, (iii) the amount of the deductible with respect to the damage or destruction that resulted in such Casualty Notice shall be credited against the Purchase Price to be paid by Purchaser at the Closing; provided, if the amount of said proceeds exceeds the Purchase Price to be paid by Purchaser at the Closing, then the amount of said excess (after payment of the Purchase Price) shall be paid to and retained by Seller. Prior to the Closing Date, Seller may settle any time thereafterloss with insurance companies of Seller with Purchaser’s prior consent, which consent shall not be unreasonably withheld or unduly delayed, and receive the proceeds of insurance applicable thereto as hereinbefore provided, and Purchaser shall execute all necessary proofs of loss, assignments of claim and other items. but at least thirty (30)-days In the event that such proceeds of insurance shall not be paid prior to the Premises being repaired and made tenantableClosing Date, Seller shall pay said amount to Purchaser upon receipt of such insurance proceeds.

Casualty. In The risk of loss is on Seller until the event Closing Date. However, if, prior to the Premises are Closing Date, all or part of the Property is damaged or destroyed by fire or by any other casualtycause whatsoever, Lessee Seller shall notify Lessor immediatelypromptly give Buyer written notice of such damage. In If the event cost of repairing such damage is not in excess of One Million Dollars ($1,000,000) (as determined by an independent insurer mutually agreed upon by the Premises are rendered untenantable by fire or other casualtyparties), Lessor then (a) Purchaser shall have the option right at the Closing to receive, to the extent such sums have not been expended on repair work, the amount of terminating the deductible and any uninsured loss plus an assignment of all insurance proceeds payable as a result of such loss; (b) this Lease or rebuilding Agreement shall continue in full force and effect with no reduction in the Premises and/or BuildingPurchase Price and (c) Seller shall have no obligation to repair such damage. If the cost of repairing damage from such casualty is greater than One Million Dollars ($1,000,000) (as determined by an independent insurer mutually agreed upon by the parties), and in such event then Purchaser shall have the right, for a period of ten (10) days from the date of notice of the amount of damage caused by the casualty to terminate this Agreement by giving written notice of termination to Seller within such period (and, if necessary, the election by Lessor Closing Date shall be given extended in order to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee allow Purchaser shall have the same respective obligations full ten (10) day period to construct determine whether or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects not to terminate this LeaseAgreement pursuant to this sentence). Upon such termination, the RentXxxxxxx Money shall be returned to Purchaser and the parties hereto shall be released of any further liability hereunder except as otherwise provided herein. If Purchaser fails to notify Seller within such period of Purchaser’s exercise of its right to terminate this Agreement, Additional Rent then Purchaser shall proceed to Closing and, to the extent such sums have not been expended on repair work, all insurance proceeds received by Seller as a result of such casualty loss plus the amount of the deductible and Lxxxxx’s pro rata share of Operating Costs any uninsured loss shall be paid or credited to and adjusted as Purchaser at the Closing. If such proceeds have not yet been received by Seller, then Seller’s rights to such proceeds shall be assigned to Purchaser at the Closing upon payment of the date full Purchase Price to Seller by Buyer less the amount of such casualty, the Term of this Lease shall then expire Seller’ deductible and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired any uninsured loss and tenantable within 150 days after the damage or casualty, Lessee Seller shall have the option no obligation to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantablerepair such damage.

Casualty. In Except as otherwise provided in this Agreement, Seller assumes all risks for damage to or injury occurring to the event Property by fire, storm, accident, or any other casualty or cause until the Premises are damaged Closing has been consummated. If before the Closing, the Property, or destroyed by any part thereof, suffers any damage from fire or other casualty, Lessee shall casualty Seller will notify Lessor immediatelyPurchaser of such fact (the “Seller’s Casualty Notice”). In If the event the Premises are rendered untenantable by damage from fire or other casualty in Seller’s reasonable estimate will require in excess of $1,000,000.00 to repair and restore or such damage is in excess of $100,000 and is not covered by insurance and Seller is not willing to reduce the Purchase Price by the amount of such uninsured loss, Purchaser may terminate this Agreement by notice to the Seller given within ten (10) days following Seller’s Casualty Notice to Purchaser, in which case Purchaser shall be entitled to the return of the Deposit, and thereafter neither party shall have any rights or obligations under this Agreement, other than the Surviving Obligations. If Purchaser does not terminate this Agreement, it shall remain in full force and effect, Purchaser agrees that it will consummate the Closing and accept the assignment of Seller’s right, title and interest in and to the net proceeds (or rights under the policy) of any insurance covering such damage, including any rent loss insurance for the period after the Closing (less an amount equal to any expenses and costs incurred by Seller to collect or adjust such insurance or to secure the Improvements or initiate repairs or restoration of the Property, and any portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date shall be payable to Seller (collectively, “Seller Expenses”)), to the extent the amount of such proceeds does not exceed the Purchase Price, plus an amount equal to Seller’s deductible under its insurance policy applicable to such casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated reduction in the WorkletterPurchase Price, except for the uninsured loss as contemplated above, if applicable, or obligation of Seller to complete restoration. Notwithstanding anything If prior to the contrary contained Closing, the Property, or any part thereof, suffers any such damage which will in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances Seller’s reasonable estimate require less than $1,000,000.00 to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In restore, Purchaser agrees that it will consummate the event Lessor elects to terminate this Lease, Closing and accept the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as assignment of the date net proceeds (or rights under the policy) of any insurance covering such damage, including any rent loss insurance for the period after the Closing (less Seller Expenses), to the extent the amount of such net proceeds does not exceed the Purchase Price, plus an amount equal to Seller’s deductible under its insurance policy applicable to such casualty, the Term of this Lease shall then expire and this Lease there shall be no reduction in the Purchase Price or obligation of no further force or effect. Thereafter, Lessor shall be entitled Seller to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantablecomplete restoration.

Casualty. If, prior to the Closing Date, a material part (as defined in this Section 16.2) of any Property is destroyed or damaged by fire or other casualty (a “Damaged Property”), Sellers shall promptly notify Buyer of such fact and Buyer, at its option, may terminate the Agreement with respect to such Damaged Property. In such event, the Purchase Price shall be adjusted by the amount of the Purchase Price attributed to such Damaged Property on Schedule 5 attached hereto and the Deposit shall be reduced on a prorata basis. Buyer shall have the right to terminate this Agreement with respect to such Damaged Property with by giving notice to Sellers not later than ten (10) Business Days after receipt of Sellers’ notice. In the event Buyer elects to terminate the Premises are damaged Agreement with respect to the Damaged Property, Sellers shall have the right to terminate this Agreement in its entirety by written notice to Buyer within ten (10) Business Days after receipt of Buyer’s termination notice for the Damaged Property, in which event the Deposit shall be returned to Buyer and no party shall have any further obligation to the other, unless such obligation expressly survive the termination of this Agreement. For the purposes hereof, a “material part” of a Property shall mean any portion of the Property where the amount required to repair or destroyed restore the destruction or damage caused by fire or other casualty is reasonably estimated by Buyer and Sellers to be more than two and one-half percent (2.5%) of the Purchase Price for such Property (as set forth on Schedule 5) or if any Tenant occupying more than 3,000 square feet terminates its Lease at the Property as a result of the fire or other casualty. Provided, if any Tenant terminates its lease as a result of a casualty, the Purchase Price shall be reduced using the formula for calculation of an Earnout Payment and the terminated lease shall become an Earnout Space. If Buyer does not elect to terminate this Agreement as aforesaid, or if there is damage to or destruction of an “immaterial part” (i.e., anything other than a material part) of the Properties by fire or other casualty, Lessee shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent the Purchase Price and Lxxxxx’s pro rata share Sellers shall assign to Buyer (without recourse) on the Closing Date the rights of Operating Costs. In Sellers to any portion of the case of proceeds that has not been used by Sellers to repair such restorationcasualty under Sellers’ insurance policies, Lessor and Lessee shall have if any, covering the same respective obligations applicable Property with respect to construct such damage or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard conditiondestruction, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor Buyer shall be entitled to sole possession receive and keep any such monies received from such insurance policies (and shall be entitled to applicable deductibles, if any). In furtherance hereof, in the event an “immaterial part” of the Premises. In the event the Premises are not repaired and tenantable within 150 days Properties is damaged after the date hereof, Sellers shall, in accordance with sound management practice, repair such damage and Buyer shall, on the Closing Date, reimburse to Sellers the cost thereof, less any amount of insurance proceeds received by Sellers (but not paid to Buyer) in connection therewith. Sellers shall not enter into any settlement with the insurance carrier without the consent of Buyer, which shall not be unreasonably withheld, conditioned or casualtydelayed. Sellers shall not modify, Lessee shall have the option terminate or otherwise permit any of Sellers’ existing insurance policies to lapse or terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired Closing Date. If any damage or destruction which occurs prior to the Closing Date is not covered by Sellers’ insurance, then Buyer’s sole remedy shall be to either (a) close and made tenantablereceive a credit against the Purchase Price in the amount of such damage or destruction, or (b) terminate this Agreement in accordance with Section 16.3 hereof.

Casualty. In If any portion of the event the Premises are improvements at a Property shall be damaged or destroyed by fire or any other casualty, Lessee shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, casualty and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty either (30i) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects Major Tenant is entitled to terminate this Lease, its Lease under the Rent, Additional Rent and Lxxxxx’s pro rata share terms of Operating Costs shall be paid to and adjusted its Lease as of the date a result of such casualty, or (ii) a Major Tenant has waived its termination right, then this Agreement shall remain in full force and effect, and at the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor Closing (x) Buyer shall be entitled to sole possession any and all insurance proceeds, monies and claims received by and/or accrued to the applicable Seller on account of such casualty (less such sums, if any, as shall have been actually and reasonably expended by such Seller in connection with the repair or restoration of such casualty or the prosecution of such claim (the “Reimbursable Amounts”)) and (y) Buyer shall receive a credit against the applicable Purchase Price equal to the amount of the Premisesdeductible under the applicable Seller’s property insurance, less the Reimbursable Amounts to the extent such Seller has not recovered such Reimbursable Amounts under clause (x) above. In If any portion of the event the Premises are not repaired improvements at a Property shall be damaged or destroyed by fire or any other casualty, and tenantable within 150 days after the damage a Major Tenant is entitled to terminate its Lease as a result of such fire or casualty and does properly terminate its Lease as a result of such fire or casualty, Lessee then Buyer shall have the option to terminate this Lease (A) remove the Property occupied by written notice such Major Tenant from the applicable Closing and the Purchase Price shall be reduced accordingly, or (B) proceed to Lessor at any time thereafter. but at least thirty (30)-days prior Closing with respect to the Premises being repaired affected Property, at which time Buyer shall be entitled to any and made tenantableall insurance proceeds, monies and claims received by and/or accrued to the applicable Seller on account of such casualty (less the Reimbursable Amounts), and (C) Buyer shall receive a credit against the applicable Purchase Price equal to the amount of the deductible under the applicable Seller’s property insurance, less the Reimbursable Amounts to the extent such Seller has not recovered such Reimbursable Amounts under clause (x) above. Buyer hereby acknowledges that, in the event that Buyer exercises the foregoing clause (A) with respect to the Property affected by such fire or casualty, Buyer shall remain obligated to purchase the remaining Properties. In the event that the period by which a Major Tenant must exercise its termination rights for a casualty under its Lease extends past the scheduled Closing date for the Property at which the Major Tenant is located, the Closing date for such Property shall be extended to be five (5) business days after such termination period expires.

Casualty. In Seller shall maintain in full force and effect all insurance policies currently covering the event Property until Closing, and shall furnish Buyer with copies of the Premises are damaged same, if required by Buyer in writing. The risk of loss or destroyed by fire damage to the Property from fire, flood, windstorm, or other casualty, Lessee shall notify Lessor immediatelybe borne by Seller until delivery of the General Warranty Deed to Buyer, as contemplated herein. Risk of loss or damage to the Property after delivery of the Warranty Deed shall be borne by Buyer. If, before the date of Closing, the Property is damaged by any such casualty, Buyer shall have the option either to terminate this Contract or to complete the purchase contemplated hereunder. In the event the Premises are rendered untenantable by fire or other casualtyBuyer elects to terminate this Contract due to casualty as defined in this Section, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor Buyer shall be given entitled to Lessee not later than thirty (30) days after settlement the return of any all Xxxxxxx Money and Buyer and Seller shall be relieved and discharged of Lessor’s insurance claimsfurther obligations hereunder. In the event Lessor If, however, Buyer elects to rebuild complete the Premisestransaction, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated reduction in the Workletter. Notwithstanding anything to the contrary contained in this ArticlePurchase Price, Lessor shall only be obligated to restore or rebuild the Premises to a building standard conditionand, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Leaseif such option is available through Seller's insurance carrier, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor Buyer shall be entitled to sole possession negotiate for and receive from any insurance carrier or responsible party all insurance proceeds or damages attributable to the casualty, including rent loss insurance. At the time of such loss, Seller shall execute and deliver to Buyer all instruments for the assignment and collection of such insurance proceeds and claims for damages. If the policy of insurance requires the building to be reconstructed or restored, there shall be no reduction in the purchase price; provided that if the restoration or reconstruction costs are less than the proceeds payable under the policy, the purchase price shall be reduced only by the difference between the proceeds payable pursuant to the policy and the cost of reconstruction or restoration. If reconstruction or restoration shall be required, it shall be performed to the plans and specifications of Buyer, except that if Buyer's plans and specifications require an expenditure of money in excess of the Premises. In proceeds of the event insurance policy, Buyer shall be responsible for the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableexcess cost.

Casualty. In If any Property shall sustain a Casualty, Borrower shall give prompt notice of such Casualty to Lender and Borrower shall promptly commence and diligently prosecute to completion the event repair and restoration of the Premises affected Property as nearly as possible to the condition the affected Property was in immediately prior to such Casualty (a “Restoration”) and otherwise in accordance with Section 5.3, it being understood, however, that Borrower shall not be obligated to restore the affected Property to the precise condition of the affected Property prior to such Casualty provided the affected Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrower shall pay all costs of such Restoration whether or not such costs are damaged or destroyed covered by fire or other casualtyinsurance. Lender may, Lessee but shall notify Lessor immediatelynot be obligated to, make proof of loss if not made promptly by Borrower. In the event of a Casualty where the Premises are rendered untenantable loss does not exceed the Restoration Threshold as reasonably determined by fire or other casualtyLender, Lessor shall have the option Borrower may settle and adjust such claim; provided that (a) no Event of terminating this Lease or rebuilding the Premises and/or Building, Default has occurred and is continuing and (b) such adjustment is carried out in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claimsa commercially reasonable and timely manner. In the event Lessor elects to rebuild of a Casualty where the Premisesloss exceeds the Restoration Threshold as reasonably determined by Lender or if an Event of Default then exists, Borrower may settle and adjust such claim only with the Premises consent of Lender (which consent shall not be restored to its former condition within a reasonable time, during which time Rent unreasonably withheld or delayed) and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee Lender shall have the same respective obligations opportunity to construct or install improvements as are designated participate, at Borrower’s cost, in any such adjustments. To the extent that any of the provisions of this Section 5.2.1 conflict with the terms of any Leased Fee Lease, such provisions shall not apply with respect to any Casualty. Notwithstanding any Casualty, 77 Borrower shall continue to pay the Debt at the time and in the Workletter. Notwithstanding anything to manner provided for its payment in the contrary contained Note and in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableAgreement.

Casualty. In the event the Premises are If any Property is damaged or destroyed by fire or other casualty prior to the Implementation Date and the cost to repair would exceed twenty-five percent (25%) of the value of the retail space for such Property, then either Seller or Purchaser may terminate this Agreement, but only with respect to the Property that is affected by such casualty, Lessee shall notify Lessor immediatelyby written notice to Seller given on or before the earlier of (i) twenty (20) days following such casualty or (ii) the Implementation Date. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restorationtermination, Lessor all exhibits and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, schedules hereto and nothing definitions herein shall be construed deemed modified to obligate Lessor under any circumstances to repair remove such affected Property. If neither Seller or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects Purchaser are entitled to terminate this LeaseAgreement with respect to the affected Property pursuant to the foregoing (or otherwise under this Agreement) or, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force either Seller or effect. Thereafter, Lessor shall be Purchaser are so entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease Agreement, but do not elect to do so, then the Property shall be delivered to Purchaser on the Implementation Date, including, without limitation, without abatement of the Purchase Price and with Seller’s delivery of the Lease, executed by Seller, for the affected Property, and Seller shall assign and transfer to Purchaser on the Implementation Date, without warranty or recourse, (A) all of Seller’s right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty (less Seller’s reasonable costs of collection thereof and, provided that Seller obtained Purchaser’s prior written notice approval therefor, the reasonable amounts spent by Seller toward the restoration or repair of the Property, as supported by reasonable evidence of such expenditures provided to Lessor at Purchaser), and (B) all of Seller’s rights under any time thereaftercontract with respect to any restoration or repair. but at least thirty (30)-days prior Seller shall credit Purchaser the amount of the deductible except to the Premises being repaired and made tenantableextent that Seller has already expended the deductible on the aforementioned restoration or repair costs, as supported by reasonable evidence of such expenditures provided to Purchaser.

Casualty. In If, at any time after the event Effective Date and prior to Closing or earlier termination of this Agreement, the Premises Assets or any portion thereof are damaged or destroyed by fire or any other casualtycasualty (a “Casualty”), Lessee Seller shall notify Lessor immediatelygive written notice of each such Casualty to Purchaser promptly after the occurrence of such Casualty and Purchaser. In If such Casualty results in a cost to repair/restore in excess of $250,000 and the event the Premises are rendered untenantable by fire or other casualtyAssets cannot be restored to their original condition prior to Closing, Lessor Purchaser shall have the option of terminating this Lease or rebuilding the Premises and/or Buildingright to elect, and in such event by providing written notice of the election by Lessor shall be given to Lessee not later than Seller within thirty (30) days after settlement of any of LessorPurchaser’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part receipt of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or LesseeSeller’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case written notice of such restorationCasualty, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this LeaseAgreement in its entirety and receive a return of the Deposit in full. For any other Casualty, the RentParties shall proceed to Closing, Additional Rent and Lxxxxx’s pro rata share of Operating Costs without terminating this Agreement, in which case Seller shall be paid (i) provide Purchaser with a credit against the Purchase Price in an amount equal to and adjusted as the applicable insurance deductible plus any uninsured amount of the date repair or restoration cost and (ii) transfer and assign to Purchaser all of such the Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Term of this Lease shall then expire Assets, except those proceeds specifically payable in connection with and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled allocable to sole possession of business interruption and lost profits and costs incurred by Seller for the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days period prior to the Premises being repaired Closing to the extent assignable, and made tenantableif such proceeds are not assignable, Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds. If the Closing is scheduled to occur within Purchaser’s thirty (30) day election period, the Closing Date shall, upon Purchaser’s election, be postponed until the date that is five (5) Business Days after the expiration of such thirty (30) day election period.

Casualty. If the Property shall sustain a Casualty, Borrower shall (or shall cause Mortgage Borrower to) give prompt notice of such Casualty to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute to completion the Restoration of the Property subject to and in accordance with Section 5.3 of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs and expenses of such Restoration whether or not such costs and expenses are covered by insurance, provided that Borrower shall not be in violation of the foregoing obligation to the extent that Mortgage Lender is required to disburse Net Proceeds to Mortgage Borrower pursuant to the terms of the Mortgage Loan Agreement and fails to disburse such Net Proceeds to Borrower as and to the extent provided therein. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Lender may, but shall not be obligated to, make proof of loss if not made promptly by Mortgage Borrower. In addition, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, in the event of a Casualty where the Premises are damaged loss or destroyed by fire the applicable Net Proceeds is equal to or other casualtygreater than the Restoration Threshold or if an Event of Default has occurred and remains outstanding, Lessee shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor Lender shall have the option of terminating this Lease or rebuilding opportunity to participate, at Borrower’s cost and expense, in any such adjustments. Notwithstanding any Casualty, Borrower shall continue to pay the Premises and/or Building, Debt at the time and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premisesmanner provided for in this Agreement, the Premises shall be restored to its former condition within a reasonable time, during which time Rent Note and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableother Loan Documents.

Casualty. In (a) If all or any Substantial Portion (as defined in SECTION 9.2(B)) of the event the Premises are Property shall be damaged or destroyed by fire or other casualtycasualty prior to Closing, Lessee then Purchaser may terminate this Contract by written notice thereof to Seller within fifteen (15) days after Purchaser receives notification of the casualty (which notice Seller shall notify Lessor immediatelydeliver to Purchaser within ten (10) days of Seller's receipt thereof). If Purchaser does not terminate this Contract as aforesaid, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in SECTION 9.2(B) hereof, deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty (except for proceeds previously used to repair the Property or held by or paid to the lender) and assign to Purchaser all of Seller's right, title and interest in and to any claims which Seller may have under the insurance policies covering the Property, and Purchaser shall receive a proration credit at Closing in the aggregate amount of any deductible or self-insurance and there shall be no reduction in the Purchase Price. In addition, Seller shall deliver to Purchaser at Closing any proceeds from its loss of rents insurance policy which are attributable to the event time period after Closing and Seller shall assign its rights to receive any such loss of rents insurance proceeds after Closing. Provided, however, if the Premises are rendered untenantable payment of such proceeds by the company writing the loss of rents insurance policy is contingent upon continuation of the payment of premiums after Closing, then Purchaser shall be responsible for such payments. Seller shall also assign to Purchaser at Closing any construction contracts for the repair of such damage to which Seller is a party. If less than a Substantial Portion of the Property shall be damaged or destroyed by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given casualty prior to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agentsClosing, then there the parties shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In proceed in accordance with the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained second sentence in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableSECTION 9.2(A).

Casualty. In If the event the Premises are Property shall be damaged or destroyed destroyed, in whole or in part, by fire or other casualtycasualty (a “Casualty”), Lessee Borrower shall notify Lessor immediatelygive prompt notice of such damage to Lender and shall promptly commence and diligently prosecute the Restoration of the Property in accordance with Section 8.4 or if Borrower is required to do so pursuant to the terms of any Lease. In the event the Premises Borrower shall pay all costs of such Restoration whether or not such costs are rendered untenantable covered by fire or other casualtyinsurance. Lender may, Lessor but shall not be obligated to make proof of loss if not made promptly by Borrower. Borrower shall adjust all claims for Insurance Proceeds in consultation with, and approval of, Lender; provided, however, if an Event of Default has occurred and is continuing, Lender shall have the option exclusive right to participate in the adjustment of terminating all claims for Insurance Proceeds. Notwithstanding anything to the contrary in this Section 8.2, to the extent any Lease remains in effect and the Tenant thereunder remains liable for the obligations under such Lease, the disposition of any amounts, awards or rebuilding payments payable with respect to any Casualty relating to the Premises and/or Building, and in such event written notice of the election by Lessor Property shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if governed by such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the WorkletterLease. Notwithstanding anything to the contrary contained herein, Borrower’s obligations to promptly commence and diligently prosecute the Restoration of the Property in accordance with this Article, Lessor shall only be obligated Section 8.2 or take other actions on the Property under this Section are subject to any restrictions on the property owner to take such actions contained in the applicable Leases. To the extent the obligations of Borrower to restore the Property or rebuild take other actions on the Premises Property are the responsibility of Tenant pursuant to a building standard conditionthe applicable Lease, and nothing herein Borrower shall be construed deemed to obligate Lessor be in compliance with this Section so long as Borrower is asserting its rights and is using commercially reasonable efforts to enforce Tenant’s obligations under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Leaseapplicable Lease including, without limitation, the Rentexercise of remedies available under the applicable Lease; provided, Additional Rent and Lxxxxxhowever, that the foregoing shall in no way limit Borrower’s pro rata share of Operating Costs shall be paid obligations to and adjusted as of the date of such casualty, the Term of Lender under this Lease shall then expire Section 8.2 and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableAgreement.

Casualty. In the event a casualty results in damage to any Property that would give a Tenant the Premises are damaged or destroyed by fire or other casualtyright to, Lessee shall notify Lessor immediately. In and Tenant does, deliver notice to the event applicable Owner to terminate its Lease and such terminated Lease(s) results in a reduction of annual net operating income in an amount greater than Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) in the Premises are rendered untenantable by fire or other casualtyaggregate for all Properties (measured on the current in place annual net operating income for the Properties as of the Effective Date), Lessor shall Purchaser will have the option of terminating this Lease or rebuilding the Premises and/or Buildingoption, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty exercisable within fifteen (3015) days after settlement receipt of Seller's notice that Tenant has cancelled the Lease, of either (i) declaring this Agreement terminated in which event the Title Company will refund to Purchaser the entire Deposit whereupon this Agreement and all rights of the Purchaser hereunder will terminate and neither Seller nor Purchaser will have any further claim against the other, except that Purchaser will continue to be liable for the Surviving Obligations, or (ii) closing in accordance with this Agreement and paying in full the Sales Price, except as set forth below. If Purchaser fails to timely make an election pursuant to the foregoing sentence, Purchaser will be deemed to have elected to proceed with the purchase of the Interests in accordance with clause (ii) above. If Purchaser elects or is deemed to have elected to proceed with the purchase of the Interests or in the event of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion other casualty to the part Properties, Seller and Purchaser shall proceed to close under this Agreement and Seller will assign to Purchaser at Closing Seller’s rights under any insurance policies to receive insurance proceeds due Seller as a result of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect (other than reasonable costs of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case collection of such restoration, Lessor proceeds and Lessee shall have amounts expended by Seller to secure the same respective obligations to construct Properties safely or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair the Properties) and Purchaser shall assume responsibility (subject to Tenant’s obligations under the Leases) to repair the Properties. The Purchaser also shall receive a credit at Closing for any deductible required by any Lease or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects Ground Lease to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid by any Owner under said insurance policies and not expended to and adjusted as of secure or repair the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableProperties.

Casualty. In the event that the Demised Premises are or any portion thereof should be damaged or destroyed by fire or other casualtycasualty to such an extent that Sublessee's use of the Demised Premises is substantially and adversely impaired, Lessee shall notify Lessor immediatelyAmerican, at its option, may either terminate this Sublease or diligently proceed to cause the repair of the damage to the Demised Premises. In If American elects to repair or rebuild, and if the event the Demised Premises are rendered untenantable so damaged that Sublessee is unable to occupy the Demised Premises or a portion thereof during such repair or reconstruction, then the rental hereunder shall be appropriately abated until the Demised Premises can be occupied by fire Sublessee. American will notify Sublessee of American's decision as to whether to terminate this Sublease or other casualtyrepair the damage. Such notice from American shall specify American's estimated time period for completion of repairs, Lessor shall have if American has chosen to repair the option of terminating this Lease or rebuilding the Premises and/or Buildingdamage. If such estimated period for repairs is longer than nine (9) months, and in such event Sublessee may, at its option, by written notice of the election by Lessor shall be given to Lessee American not later than thirty (30) days after settlement of any of Lessor’s insurance claimsAmerican's notice, terminate this Sublease. In the American shall in no event Lessor elects be required to rebuild the Premisesrebuild, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee replace any improvements, fixtures or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Leasepersonal property of Sublessee; provided however, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In in the event the Improvements, the Demised Premises or the Base Lease Premises are not repaired damaged or destroyed through the negligent or willful act or negligent or willful omission to act of Sublessee, its officers, directors, employees, agents, customers, concessionaires, vendors, contractors or invitees, then Sublessee shall pay to American upon demand, the cost of repairing all such damage to Sublessee's improvements, fixtures and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantablepersonal property.

Casualty. In Each Contributor assumes all risks for damage to or injury occurring to its Contributed Property by fire, storm, accident, or any other casualty or cause (a “Casualty”) until the event applicable Closing with respect to the Premises are damaged or destroyed Contributed Property has been completed. Immediately after a Contributor has received notice of the occurrence of any Casualty between the date hereof and the applicable Closing, such Contributor shall give the other Contributors written notice thereof (a “Casualty Notice”), which Casualty Notice shall state the type, location and amount of damage to such Property, the portions of such Property affected by fire or other casualtythe Casualty and such Contributor’s good faith estimate of the loss of gross rental income that the Property will suffer while such Casualty is being repaired. If the affected Property is reasonably expected to suffer as a result of such Casualty a loss of gross rental income (taking into account any business interruption insurance proceeds) in excess of 20% of the Property’s pro forma gross rental income for the twelve (12) month period following the Casualty (a “Material Casualty”), Lessee shall notify Lessor immediately. In then the event the Premises are rendered untenantable by fire or other casualty, Lessor Contributing Group receiving such Casualty Notice shall have the option right, exercisable for a period of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty ten (3010) Business days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case receipt of such restorationCasualty Notice, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects elect to terminate this LeaseAgreement with respect to such Property and any Company that owns, directly or indirectly, only such Property (the Rentparties agreeing to cooperate in good faith to restructure the ownership of any Company that owns both direct or indirect interests in such Property and any direct or indirect interest in another Property so as to eliminate such overlapping interests). If this Agreement is terminated with respect to such Property and any such Company, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as none of the date parties shall have any further right or obligation hereunder in respect of such casualtyProperty or such Company, the Term except as to provisions which by their terms survive termination of this Lease Agreement, but this Agreement shall then expire remain in effect with respect to all other Properties and this Lease shall be of no further force or effectCompanies. Thereafter, Lessor shall be entitled to sole possession of If the Premises. In the event the Premises are Contributing Group receiving such Casualty Notice does not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option elect to terminate this Lease Agreement as to such Property and any such Company, or if such Casualty is not a Material Casualty, then such Property shall remain subject to the terms of this Agreement and shall be contributed to the New Company by written notice its Contributor, along with any insurance proceeds paid on account of such Casualty (including rental interruption insurance, but only for the period from and after the Prorations Date) not expended to Lessor at any time thereafter. but at least thirty (30)-days repair the property prior to the Premises being repaired Closing Date, and made tenantablethe New Company shall receive a credit against such Contributor’s Equity Value in the amount of any deductible payable by such Contributor or the applicable Contributed Company in connection with casualty coverage.

Casualty. In If, prior to the event Closing Date, the Premises are Building shall be destroyed or damaged or destroyed in an amount in excess of the Material Damage Amount (defined below), by fire or other casualty, Lessee or if such damage or destruction gives rise to the right of any tenant of at least 5,000 square feet to terminate its Lease, then Purchaser may terminate this Agreement, or if the Building shall notify Lessor immediately. In be destroyed or damaged in an amount in excess of the event the Premises are rendered untenantable Excess Material Damage Amount (defined below), by fire or other casualty, Lessor shall have the option of terminating then Seller may terminate this Lease or rebuilding the Premises and/or BuildingAgreement, and in either such event event, all documents shall be returned to the respective parties, the Deposit shall be promptly returned to Purchaser, this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder (subject, however, to survival of Purchaser’s Indemnity and Purchaser’s Confidentiality Obligations). Seller agrees to give Purchaser notice of any Casualty within seventy-two (72) hours after Seller obtains knowledge of any such event, and Purchaser or Seller (if and to the extent applicable) may terminate this Agreement by delivering written notice to the other within five (5) business days following the delivery of the election such notice. Failure by Lessor Purchaser or Seller (as applicable) to timely exercise such termination right shall be given conclusive evidence that such right has been waived. With respect to Lessee any casualty hereunder for which this Agreement is not later than thirty terminated, upon the Closing Date Seller shall (30i) days after settlement credit the Purchase Price with the amount of any deductible under its property insurance policy (or the estimated cost to repair if less than the deductible) and (ii) assign to Purchaser the interest of Lessor’s Seller in and to any insurance claimsproceeds with respect thereto, and Purchaser and Seller may negotiate the commencement of and payment for repairs in advance of Closing. In For the event Lessor elects to rebuild the Premisespurposes hereof, the Premises term “Material Damage Amount” shall mean damage reasonably determined to be restored to its former condition within a reasonable time, during which time Rent in excess of Two Hundred Thousand and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition00/100 Dollars ($200,000.00), and nothing herein the term “Excess Material Damage Amount” shall mean damage reasonably determined to be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent in excess of One Million and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises00/100 Dollars ($1,000,000.00). In the event the Premises parties hereto are not repaired and tenantable unable to agree upon the dollar amount of the aforesaid damages within 150 ten (10) days after the damage date of such fire, vandalism or other casualty, Lessee then the determination of said amount by a licensed architect selected by Seller and reasonably acceptable to Purchaser shall have be binding upon the option parties hereto. If the Closing Date is scheduled to occur prior to the last day on which Purchaser is entitled to elect to terminate this Lease by written notice Agreement under this Section 9.1, then Closing shall be delayed until the last day on which Purchaser is entitled to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantablemake such election.

Casualty. In the event If the Premises are or the Building is damaged or destroyed by fire or other casualtycasualty covered by insurance, Lessee then (unless this Lease is terminated as hereinafter provided) this Lease shall notify Lessor immediatelycontinue in full force and effect and Landlord shall proceed, after adjustment of such loss, to repair or restore the Premises to the condition which Landlord furnished to Tenant upon the commencement of the Term. Landlord shall be under no obligation to restore any Alterations to the Premises made by Tenant unless the same is covered by Landlord's insurance, but nothing herein shall be construed to require Landlord to insure such property. In no event shall Landlord be obligated to expend an amount in excess of the insurance proceeds available to Landlord for such repair or restoration. In the event the Premises are repaired as provided herein, then Tenant shall repair and restore its furnishings, furniture, equipment and personal property to at least a condition equal to that prior to its damage. If the Premises or any part thereof shall be rendered untenantable by fire any destruction or other casualtydamage, Lessor then a pro rata portion of all rent based upon the number of square feet of area in the Premises which are untenantable shall be abated until the Premises or such part thereof shall have been put in tenantable condition. Notwithstanding the option foregoing, if any destruction or damage to the Premises, Building or Project (whether or not the Premises are affected) is so extensive that Landlord, in its reasonable discretion, elects not to repair or restore the Premises, Building or Project, or the proceeds of terminating insurance are not sufficient or available to fully pay the cost of the repair or restoration, then Landlord may terminate this Lease or rebuilding effective as of the Premises and/or Building, and in such event date of the damage by written notice of the election by Lessor shall be to Tenant given to Lessee not later than within thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty. Notwithstanding any provision to the contrary Landlord shall, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 thirty (30) days after the date of any damage or casualtydestruction to the Premises or access thereto, Lessee shall have advise Tenant in writing as to the option to terminate this Lease reasonably estimated time within which the damage or destruction will be repaired or restored. If more than 40% of the square footage of the Premises has been rendered untenantable and if Landlord reasonably estimates that such damage or destruction cannot be repaired within one hundred eighty (180) days from the date of the damage, then Tenant may, by written notice to Lessor at any Landlord within fifteen (15) days after the receipt of Landlord's notice estimating a time thereafterfor restoration, elect to terminate this Lease. but at least thirty (30)-days prior The provisions of this Paragraph are subject to the Premises being repaired and made tenantablerights of Landlord's mortgagees, if any.

Casualty. In If the event Real Property or the Premises are Property or any part thereof is damaged or destroyed by fire or other casualtycasualty prior to the Closing Date which would cost in excess of $2,000,000 to repair (as determined by an insurance adjuster mutually selected by Buyer and Seller), Lessee shall notify Lessor immediatelyBuyer may, as its sole and exclusive right and remedy, terminate this Agreement by written notice to Seller given on or before the earlier of (a) fifteen (15) days following such casualty or (b) the Closing Date. In the event of such termination, the Premises are rendered untenantable by Exxxxxx Money shall be returned to Buyer and neither party shall have any further obligation under this Agreement, except for the Termination Surviving Obligations. If Buyer is not entitled to or does not timely elect to so terminate this Agreement, then the Closing shall take place as herein provided without abatement of the Purchase Price, and Seller shall assign and transfer to Buyer on the Closing Date, without warranty or recourse, all of Seller’s right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or other casualtycasualty (including, Lessor without limitation, rent loss proceeds applicable to the period on and after the Closing Date), less Seller’s reasonable costs of collection thereof and of amounts used for reasonable repair. Notwithstanding the foregoing to the contrary, if proceeds have not been disbursed to Seller by Seller’s insurance company, and Seller’s insurance company refuses to transfer or assign to Buyer the right to the balance of any such insurance proceeds at or prior to Closing, then, regardless of whether the casualty is deemed material pursuant to this Section 12.1, Buyer shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects right to terminate this Lease, the Rent, Additional Rent Agreement and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as receive a return of the date Exxxxxx Money, unless, in lieu of such transfer by Seller’s insurance company, Seller agrees to provide Buyer with a credit at Closing equal to the amount the Buyer is otherwise entitled pursuant to this Section 12.1 as a result of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantable.

Casualty. In the event SELLER assumes all risks and liability for damage to or injury occurring to the Premises are damaged by fire, storm, accident, or destroyed by any other casualty or cause until the Closing has been consummated. If the Premises, or any portion thereof, suffers any Material Damage (as hereinafter defined) prior to Closing from fire or other casualty, Lessee shall notify Lessor immediately. In then BUYER may either (i) terminate this Agreement by delivering written notice to SELLER of such termination within ten (10) business days after SELLER notifies BUYER of the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have in which event, notwithstanding any provision herein to the option of terminating this Lease contrary, the Deposit paid by BUYER, including any portions thereof previously released or rebuilding the Premises and/or Buildingpaid to SELLER, and in such event written notice of the election by Lessor shall be given returned to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the PremisesBUYER, the Premises this Agreement shall be restored to its former condition within a reasonable time, during which time Rent terminated and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect, or (ii) consummate the Closing, in which latter event SELLER shall deliver or assign to BUYER, at Closing, any and all insurance proceeds recovered or recoverable on account of such damage plus the amount of any deductible (including proceeds allocated on account of any Material Damage), net of any costs incurred by SELLER in restoring the Premises, or assign to BUYER, at Closing, all of SELLER's right, title and interest in any claim to proceeds of any insurance covering such damage. ThereafterIf BUYER fails to timely deliver to SELLER written notice of termination of this Agreement as described in (i) above, Lessor or if the casualty has not resulted in Material Damage, then BUYER shall be entitled deemed to sole possession have elected to proceed in accordance with (ii) above (whereupon SELLER shall deliver or assign to BUYER any and all insurance proceeds recovered or recoverable on account of such damage plus the Premisesamount of any deductible). In For the event purposes of this Section 25(b), the Premises are not repaired and tenantable within 150 days after term "Material Damage" shall mean damage for which the damage restoration cost is $100,000 or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantablemore.

Casualty. In (a) If any of the event Assets of the Premises Company are damaged or destroyed by fire casualty loss after the date of this Agreement and prior to the Closing (each such event, a “Casualty Loss”), and the cost of restoring, repairing or replacing such damaged or destroyed Assets to a condition reasonably comparable to their prior condition not taking into account insurance (such amount with respect to any Assets as determined by an independent qualified firm reasonably acceptable to Purchaser and Seller, the “Restoration Cost”) is greater than $3,200,000 but does not exceed $32,000,000, Seller may elect to (i) reduce the amount of the Closing Purchase Price by the Restoration Cost, less the amount of any insurance proceeds actually received by the Company for such restoration, or (ii) restore, repair or replace the assets or properties relating to such Casualty Loss to a condition reasonably comparable to their prior condition, in each case by notice to Purchaser. If Seller elects to reduce the Closing Purchase Price pursuant to clause (i) above, such Casualty Loss shall not affect the Closing. If Seller elects to restore, repair or replace the assets or properties pursuant to clause (ii) above, then Seller will complete or cause to be completed, using commercially reasonable efforts, the repair, replacement or restoration of the damaged assets or property in accordance with Good Industry Practice prior to the Closing and the Closing Date shall be postponed for the amount of time reasonably necessary to complete the restoration, repair or replacement of such property or assets as reasonably agreed among Purchaser and Seller (provided that such postponement shall not extend beyond the date that is five (5) Business Days prior to the Termination Date and such postponement shall not affect Purchaser’s rights to terminate this Agreement pursuant to Section 12.01(b) or Section 12.01(c)). If Seller does not make any such election by the earlier of forty-five (45) days after the date of such Casualty Loss and the date that is ten (10) Business Days prior to the Termination Date, Purchaser may elect to (x) terminate this Agreement pursuant to Section 12.01(b)(iii) within ten (10) Business Days after the end of such time period by written notice to Seller or (y) reduce the amount of the Closing Purchase Price by the Restoration Cost, less the amount of any insurance proceeds actually received by the Company for such restoration. If the Restoration Cost is in excess of $32,000,000 then Seller or Purchaser may, by notice to the other casualtyParty, Lessee terminate the Agreement pursuant to Section 12.01(b)(iii). If the Restoration Cost is $3,200,000 or less, (1) neither Purchaser nor Seller shall notify Lessor immediatelyhave the right or option to terminate this Agreement pursuant to Section 12.01(b)(iii) and (2) there shall be no reduction in the amount of the Closing Purchase Price. In the event the Premises are rendered untenantable by fire or other casualtyof a Casualty Loss, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or BuildingSeller shall, and shall cause its Affiliates to, use commercially reasonable efforts to collect amounts due (if any) under available insurance arrangements in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement respect of any of Lessor’s such Casualty Loss and shall cause any such insurance claims. In the event Lessor elects proceeds to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion contributed or assigned to the part of the Premises which are untenantable. Notwithstanding the foregoing, if Company that has suffered such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated Casualty Loss (provided that in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises Closing Purchase Price is reduced due to such Casualty Loss, and such Purchase Price reduction does not take into account such insurance proceeds, or Seller elects to restore, repair or replace the assets or properties pursuant to clause (ii) above then any such insurance proceeds that are not repaired and tenantable within 150 days after received by the damage or casualty, Lessee Company following the Closing shall have the option be promptly remitted to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableSeller).

Casualty. In Prior to the event Closing, and notwithstanding the Premises are pendency of this Agreement, the entire risk of loss or damage by earthquake, flood, landslide, fire or other casualty shall be borne and assumed by Seller, except as otherwise provided in this Section 13.1. If, prior to the Closing, any part of the Real Property is damaged or destroyed by earthquake, flood, landslide, fire or other casualty, Lessee Seller shall immediately notify Lessor immediatelyBuyer of such fact. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if If such damage or destruction resulted from or was contributed to by the actis "material", omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee Buyer shall have the option to terminate this Lease by written Agreement upon notice to Lessor at Seller given not later than ten (10) days after receipt of Seller's notice. For purposes of this Section 13.1, "material" shall be deemed to be (i) any time thereafter. but at least thirty uninsured damage or destruction to the Property; (30)-days ii) any insured damage or destruction where the costs of repair or replacement is estimated to be Two Hundred and Fifty Thousand Dollars ($250,000.00) or more or shall take more than sixty (60) days to repair, or (iii) any insured damage or destruction where the insurance proceeds available (plus deductible to be paid by Seller) is insufficient to repair the Property so as to return the Property to its condition prior to the Premises being repaired occurrence of the damage or destruction; provided, however, in the case of uninsured or under insured damage or destruction, Seller may, at Seller's option elect to repair such damage and made tenantabledestruction and keep this Agreement in full force and effect so long as such repair can be and is completed by Seller prior to the scheduled Closing Date (provided that the scheduled Closing Date may be extended by Seller for a period not in excess of sixty (60) days). If Buyer does not exercise this option to terminate this Agreement, or the casualty is not material, neither party shall have the right to terminate this Agreement, but Seller shall assign and turn over to Buyer, and Buyer shall be entitled to receive and keep all insurance proceeds payable to it with respect to such destruction plus Seller shall pay over to Buyer as of the Closing an amount equal to the deductible amount with respect to the insurance and the parties shall proceed to the Closing pursuant to the terms hereof without modification of the terms of this Agreement and without any reduction in the Purchase Price. If Buyer does not elect to terminate this Agreement by reason of any casualty, Buyer shall have the right to participate in any adjustment in the insurance claim. If Buyer does terminate this Agreement pursuant to this Section 13.1, this Agreement shall terminate, all rights and obligations hereunder of each party shall be at an end and the Title Company is hereby instructed to return promptly to the party which placed such items into Escrow all funds (including the Deposit which is to be promptly returned to Buyer) and documents which are held by the Title Company on the date of termination.

Casualty. In If the event the Premises are Property shall be damaged or destroyed destroyed, in whole or in part, by fire or other casualtycasualty (a “Casualty”), Lessee Borrower shall notify Lessor immediatelygive prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall (subject to Excusable Delay and delays directly caused by Lender’s failure to respond within a commercially reasonable prompt time to requests for approval of plans or other requests for approvals pursuant to this Article V) proceed to diligently restore, repair, replace or rebuild the Property in accordance with Legal Requirements to be of substantially equal quality and rentable square footage and of substantially the same character as prior to such damage or destruction, with such changes as may be reasonably approved by Lender. Lender may, but shall not be obligated to, make proof of loss if not made by Borrower within fifteen (15) Business Days after Borrower’s actual knowledge of the occurrence of such Casualty. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement, such approval not to be unreasonably withheld, conditioned or delayed) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than $7,500,000 and Borrower shall deliver to Lender all instruments reasonably required by Lender to permit such participation. Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable to Lender and held and disbursed by Lender in accordance with the terms of this Agreement. In the event the Premises are rendered untenantable by fire Borrower or any party other casualtythan Lender is a payee on any check representing Insurance Proceeds with respect to any Casualty, Lessor Borrower shall have the option of terminating this Lease or rebuilding the Premises and/or Buildingimmediately endorse, and in cause all such event written third parties to endorse, such check payable to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to, upon five (5) Business Days prior notice to Borrower or during the continuance of an Event of Default, endorse any such check payable to the election order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lessor shall be given to Lessee not later than thirty (30) days after settlement Lender of any claims in respect of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableCasualty.

Casualty. In Risk of loss up to and including the event Closing Date shall be borne by Seller. Seller shall promptly give Purchaser written notice of any damage to any of the Premises are damaged Land or destroyed Improvements, describing such damage, stating whether such damage and loss of rents is covered by fire or other casualty, Lessee shall notify Lessor immediatelyinsurance and the estimated cost of repairing such damage. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice any “material damage” (described below) to any of the election Land or Improvements, Purchaser may, at its option, by Lessor notice to Seller given within ten (10) business days after Seller has provided the above described notice (and if necessary the Closing Date shall be given extended to Lessee not later than thirty give Purchaser the full ten (3010) days after settlement of any of Lessor’s insurance claims. In business day period to make its election): (i) terminate this Agreement, in which case the event Lessor elects to rebuild the Premises, the Premises Xxxxxxx Money shall be restored immediately delivered to its former condition within Purchaser; or (ii) proceed under this Agreement, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a reasonable timeresult of such damage and receive a credit at Closing for any deductible amount under said insurance policies. If Purchaser fails to timely make such election, during which time Rent and Lxxxxx’s pro rata share of Operating Costs Purchaser shall be abated in proportion deemed to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects elected to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as Agreement. If any of the date of such casualtyLand or Improvements is not materially damaged, the Term of this Lease then (i) Purchaser shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option right to terminate this Lease by written notice Agreement and (ii) at Closing, Purchaser shall receive any insurance proceeds (including any rent loss insurance applicable to Lessor any period on and after the Closing Date) due Seller as a result of such damage and receive a credit at Closing for any time thereafterdeductible amount under said insurance policies. but at least thirty “Material damage” and “materially damaged” means, with respect to any Improvements, damage that: (30)-days prior a) in Purchaser’s reasonable estimation, exceeds $100,000 to the Premises being repaired and made tenantablerepair; (b) in Purchaser’s reasonable estimation, will take longer than sixty (60) days to repair; or (c) is not insured.

Casualty. In Prior to the event Closing, and notwithstanding the Premises are pendency of this Agreement, the entire risk of loss for damage by earthquake, flood, landslide, fire or other casualty shall be borne and assumed by Seller, except as otherwise provided in this Section 6.1. If, prior to the Closing, any part of the Real Property is damaged or destroyed by earthquake, flood, landslide, fire or other casualty, Lessee Seller shall immediately notify Lessor immediatelyBuyer of such fact. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if If such damage or destruction resulted from or was contributed to by the actis “material”, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee Buyer shall have the option to terminate this Lease by written Agreement upon notice to Lessor at Seller given not later than ten (10) days after receipt of Seller's notice. For purposes of this Section 6.1, “material” shall be deemed to be any time thereafterdamage or destruction where the costs of repair or replacement is estimated to be One Hundred fifty Thousand Dollars ($150,000.00), or more. If Buyer does not exercise this option to terminate this Agreement, or the casualty is not material, neither party shall have the right to terminate this Agreement, but at least thirty (30)-days prior Seller shall assign and turn over to Buyer, and Buyer shall be entitled to receive and keep all insurance proceeds payable to it with respect to such destruction and the parties shall proceed to the Premises being repaired Closing pursuant to the terms hereof without modification of the terms of this Agreement and made tenantablewithout any reduction in the Purchase Price provided that Buyer shall be entitled to a credit against the Purchase Price in the amount of the deductible with respect to the applicable insurance coverage, or if such casualty is uninsured, Buyer shall be entitled to a credit for the cost to repair or restore the same (but in no event shall Seller be required to provide a credit in excess of $150,000). If Buyer does not elect to terminate this Agreement by reason of any casualty, Buyer shall have the right to participate in any adjustment in the insurance claim. If Buyer does terminate this Agreement pursuant to this Section 6.1, this Agreement shall terminate, all rights and obligations hereunder of each party shall be at an end (except those matters which are specifically stated in this Agreement to survive the termination) and the Escrow Holder is hereby instructed to return promptly to the party which placed such items into Escrow all funds and documents which are held by the Escrow Holder on the date of termination.

Casualty. In If subsequent to the event Effective Date and prior to the Premises are damaged Closing Date the Real Property shall be subject to damage or destroyed destruction by one or more incidents of vandalism, fire or other casualtycasualty (a “Casualty”), Lessee this Agreement shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Buildingremain in full force and effect, and in Purchaser shall be obligated to accept conveyance of the Real Property subject to such event damage and destruction. If such Casualty was caused by Purchaser, any of Purchaser’s Personnel or anyone else acting on behalf of Purchaser (a “Purchaser Casualty”), Purchaser shall be obligated to accept conveyance of the Real Property without any adjustment to the Purchase Price. If such Casualty is not a Purchaser Casualty, Seller shall promptly give Purchaser written notice of such occurrence and either: (a) if the election Real Property is covered by Lessor property insurance and is not a Purchaser Casualty, at Closing Seller shall be given pay to Lessee not later than thirty (30) days after settlement Purchaser all insurance proceeds collected on account of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by destruction, provide Purchaser a credit against the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything Purchase Price equal to the contrary contained in this Articledeductible amount, Lessor shall only be obligated if any, under Seller’s property insurance policy applicable to restore or rebuild the Premises Real Property and assign all uncollected insurance proceeds to a building standard conditionPurchaser, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor Purchaser shall be entitled to sole possession settle the loss with the insurance companies; or, alternatively, (b) if the Real Property is not covered by any property insurance policy, at Closing Seller shall provide Purchaser a credit equal to the amount of the PremisesReal Property losses as reasonably estimated by an independent contractor licensed in the state in which the Real Property is located selected by Seller and approved by Purchaser, such approval not to be unreasonably withheld. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee Such applicable credit shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior be applied to the Premises being repaired and made tenantablePurchase Price at Closing. The aggregate amount of the applicable credit, if any, shall not exceed under any circumstances the amount of the Purchase Price.

Casualty. In the event that the Premises are Property is damaged or destroyed by fire or other casualty prior to the Closing, this transaction shall be closed in accordance with the terms of this Contract, notwithstanding the damage or destruction; provided, however, that subject to the last sentence of this Section 11.2, Seller may make such repairs to the extent of any recovery from insurance carried on the Property if such repairs can be reasonably effected before the Closing. Subject to Section 11.3, if Seller is unable to effect such repairs prior to Closing, then Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by Seller) of Seller's rights and obligations with respect to the insurance claim and related to such casualty, Lessee and thereafter Purchase shall notify Lessor immediately. In receive all remaining insurance proceeds pertaining to such claim (plus a credit against the event Purchase Price at Closing in the Premises are rendered untenantable amount of any deductible payable by fire Seller in connection therewith and not spent by Seller for demolition, site cleaning, restoration or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantablerepairs). Notwithstanding the foregoingforegoing to the contrary, if such to the extent that the damage or destruction resulted from or was contributed to by any building on the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agentsProperty is so significant that Seller's insurance adjuster makes a determination that the building should be torn down and reconstructed, then there shall be no abatement Seller agrees that, to the extent that such casualty occurs after Purchaser has elected to proceed under this Contract following the expiration of Rent the Feasibility Period, Seller will refrain from commencing reconstruction of the affected building until the Closing Date; provided, however, that (a) Seller may utilize insurance proceeds to demolish the building, clear and Lxxxxx’s pro rata share clean the site, and otherwise take such actions as to make the surrounding area inaccesible by Tenants and members of Operating Costs. In the case of such restoration, Lessor general public and Lessee make the area safe (and Purchaser shall have no right to such expended proceeds and shall receive no credit at the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything Closing with respect to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard conditionsame), and nothing herein shall be construed to obligate Lessor under (b) any circumstances to repair costs incurred or restore improvements made applied by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days Seller prior to accessing the Premises being repaired and made tenantableinsurance proceeds (i.e., costs within the applicable deductible) shall reduce the amount credited to Purchaser for such deductible in accordance with this Section 11.2.

Casualty. In the event the Premises are If any Individual Property shall be damaged or destroyed destroyed, in whole or in part, by fire or other casualtycasualty (a “Casualty”), Lessee Borrower shall notify Lessor immediatelygive prompt notice thereof to Lender. Following the occurrence of a Casualty, subject to Borrower’s rights under Section 2.4.4(c) and Section 2.5.3 hereof, Borrower, regardless of whether insurance proceeds are available, shall proceed to restore, repair, replace or rebuild such Individual Property (or cause Owner to restore, repair, replace or rebuild such Individual Property) in accordance with Legal Requirements to be of at least equal value and of substantially the same character as prior to such damage or destruction as soon as reasonably practicable (but in no event later than one hundred twenty (120) days after such Casualty. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower or Owner. In addition, Lender may, subject to the rights of Mortgage Lender, participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (i) if an Event of Default is continuing or (ii) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than the Alteration Threshold with respect to the affected Individual Property, and Borrower shall deliver (or cause Owner to deliver) to Lender all instruments required by Lender to permit such participation. Provided no Event of Default is continuing, and subject to the rights of Mortgage Lender, in the event of a Casualty where Net Proceeds or the costs of completing the Restoration are $250,000 or less, Borrower , notwithstanding Section 5.4, may directly obtain and apply the Net Proceeds; provided that such Net Proceeds must be used towards the Restoration in accordance with the terms hereof. Except as set forth in the foregoing sentence, any Insurance Proceeds in connection with any Casualty (whether or not Lender elects to settle and adjust the claim or Borrower causes Owner to settle such claim) shall be due and payable solely to Mortgage Lender and held by Mortgage Lender in accordance with the terms of the Mortgage Loan Agreement. In the event the Premises are rendered untenantable by fire Borrower, Owner or any party other casualtythan Lender is a payee on any check representing Insurance Proceeds with respect to any Casualty, Lessor Borrower shall have the option of terminating this Lease immediately endorse (or rebuilding the Premises and/or Buildingcause Owner to endorse), and in cause all such event written notice third parties to endorse, such check payable to the order of Lender, subject to the election rights of Mortgage Lender under the Mortgage Loan Documents. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender, subject to the rights of Mortgage Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lessor shall be given to Lessee not later than thirty (30) days after settlement Lender of any claims in respect of Lessor’s insurance claimsany Casualty. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantable.Mezzanine Loan Agreement

Casualty. In Buyer has not terminated this Agreement in accordance with SECTION 10 of this Agreement within the time periods described therein. The conditions precedent set forth in the SECTION 9.1 are solely for the benefit of Buyer and may be waived only by Buyer. Neither Seller nor Buyer shall act or fail to act for the intended purpose of permitting or causing any of the foregoing conditions precedent to fail. If any of the Buyer's Conditions Precedent have not been satisfied on or before the scheduled Closing Date, and such Buyer's Condition Precedent has not previously been waived by Buyer, Buyer may (i) waive such Buyer's Condition Precedent, in which event the Premises are damaged transaction contemplated by this Agreement will close in accordance with the terms hereof, or destroyed (ii) terminate this Agreement by fire or other casualty, Lessee shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event delivering written notice of such termination (a "TERMINATION NOTICE") on or before the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantablescheduled Closing Date. Notwithstanding the foregoing, if Buyer delivers such damage or destruction resulted from or was contributed to by the acta Termination Notice, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee Seller shall have the same respective obligations right to construct extend the Closing Date for up to seven (7) Business Days in order to attempt to cause such Buyer's Conditions Precedent to be satisfied, which right shall be exercised (if at all) by Seller delivering to Buyer written notice of such extension within two (2) Business Days after Seller's receipt of such Termination Notice. If Seller so elects to extend the Closing Date, and Seller causes such Buyer's Conditions Precedent to be satisfied on or install improvements before the extended Closing Date, then the Closing shall occur on such extended Closing Date; otherwise, Buyer's Termination Notice shall become effective on the date Seller's extension expires. Buyer acknowledges and agrees that, other than as are designated expressly set forth in SECTION 9.1.7, obtaining financing for its purchase of the Property is not a condition precedent to Buyer's obligation to purchase the Property, and Buyer may assume the First Mortgage Loan solely on the terms and conditions set forth in the WorkletterFirst Mortgage Loan documents, and Seller and Lender are under no obligation to modify the terms or conditions of the First Mortgage Loan. Notwithstanding anything Buyer shall take actions required to satisfy the terms and conditions of the First Mortgage Loan documents for the assumption of the First Mortgage Loan to the contrary contained extent specifically set forth in this Articlethe documents delivered by Seller to Buyer on or before November 10, Lessor 1998. Neither Seller nor its Affiliates shall only be obligated take actions which would cause Buyer not to restore or rebuild satisfy the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor conditions set forth in First Mortgage Loan documents for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as assumption of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableFirst Mortgage Loan.

Casualty. The risk of loss or damage or destruction to the Premises by fire or other casualty is assumed by Seller until the Closing, but, except as specifically set forth in this Paragraph, Seller shall not be obligated to repair or replace any such loss or damage. In the event the Premises are damaged or destroyed by of fire or other casualty, Lessee Seller shall have thirty (30) days to notify Lessor immediatelyPurchaser whether it intends to rebuild the Premises, but if Seller shall fail to notify Purchaser of its election within such thirty (30) day period Seller shall be deemed to have elected not to rebuild. In the event If Seller elects (or is deemed to have elected) not to repair or replace any such loss or damage to the Premises are rendered untenantable by fire or other casualty, Lessor then either Seller and/or Purchaser shall have the option of terminating declaring this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than Contract terminated within thirty (30) days after settlement of any Seller's election not to rebuild, in which event Seller or Purchaser (as the case may be) shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract and all rights of Lessor’s insurance claims. In the event Lessor elects Purchaser hereunder and to rebuild the Premises, the Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the other; provided that if neither party shall have elected to terminate this Contract as aforesaid then Purchaser shall close title in accordance with this Contract and pay in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be restored made under any applicable hazard insurance policies, if any, together with any payments under such policies made to its former condition within a reasonable timeSeller prior to the Closing not expended to repair or replace such loss, during which time Rent and Lxxxxx’s pro rata share of Operating Costs damage or destruction. If Seller elects to repair or replace any such loss or damage, Seller shall be abated entitled to reasonable adjournments of the Closing Date in proportion which to perform the work, not exceeding one hundred twenty (120) days in the aggregate. If Seller elects to repair or replace any such loss or damage to the part Premises and if such loss or damage is not repaired (substantial completion thereof) prior to the Closing Date, as adjourned by Seller pursuant to this Paragraph, Purchaser shall have the option (to be exercised within ten (10) days of Seller's notice thereof to Purchaser) of: (a) declaring this Contract terminated, in which event Seller or Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract and all rights of Purchaser hereunder and to the Premises which are untenantableshall terminate and neither Seller nor Purchaser shall have any further claim against the other or (b) closing title in accordance with this Contract and paying in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies for work not yet completed, together with any payments under such policies made to Seller prior to the Closing not expended to repair or replace such loss, damage or destruction; provided that if Purchaser shall have failed to timely make an election it shall be deemed to have chosen (b) above. Notwithstanding the foregoing, if the cost of the repairs and replacements is less than $25,000, as determined by an independent third party professional chosen by Seller and acting reasonably, Purchaser shall close title with a credit against the purchase price in such damage or destruction resulted from or was contributed to by amount which shall not exceed $25,000 and Seller shall retain the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything rights to the contrary contained insurance proceeds, if any, in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date respect of such casualty, the Term of this Lease . This Paragraph shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior govern to the Premises being repaired and made tenantableextent inconsistent with any applicable law.

Casualty. In As promptly as practicable after the occurrence of a Casualty prior to the Closing Date (but in any event the Premises are damaged or destroyed by fire or other casualtyno later than five (5) Business Days thereafter), Lessee Seller shall notify Lessor immediatelyBuyer of the occurrence of such Casualty. In If such Casualty occurs prior to the event Closing Date and such Casualty is a Major Casualty or a Material Business Interruption Casualty (each as defined in the Premises are rendered untenantable by fire or other casualtyProperty Lease), Lessor each of Seller and Buyer shall have the option a period of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement the occurrence of such Casualty within which to elect to terminate this Contract upon written notice to the other party. Notwithstanding any other terms of this Contract, in the event this Contract is terminated pursuant to this Section 8.11, Seller shall return the Deposit to Buyer and thereafter neither Seller nor Buyer shall have any further liability to the other under this Contract except for those rights and obligations that, by their terms, survive the termination of this Contract. If no such election to terminate is timely made with respect to a Major Casualty or Material Business Interruption Casualty, each of Seller and Buyer shall be deemed to have waived its rights under this Section 8.11 with respect to such Casualty and the Closing shall proceed as scheduled subject to and in accordance with the provisions of this Contract (including, without limitation, the execution and delivery of the Property Lease by Seller and Buyer at the Closing); provided, however, that (a) Seller shall promptly submit a claim for insurance proceeds in relation to such Casualty and Seller shall engage one of the insurance adjusters referred to in clause (b)(i)(A) below to handle such claim; (b) at Closing, Seller shall (i) assign to Buyer, and/or, to the extent received by Seller prior to the Closing, credit to Buyer, against the Purchase Price, all insurance proceeds with respect to such damage to the Purchased Assets, less (A) the reasonable costs of adjustment and collection of the claim paid to either McLarens or Xxxxxxxx & Company (each of which is approved by Seller and Buyer to act as an adjuster of such claim and which adjuster shall be jointly selected by Seller and Buyer and, in the absence of an agreement, one of them shall be selected randomly) which costs shall not exceed six percent (6%) of any of Lessorproceeds actually received pursuant to such claim, and (B) any proceeds applied to remedy any unsafe conditions at the Property required by applicable law or Governmental Entity and covered by Seller’s insurance claims. In insurance, and (ii) credit to Buyer, against the event Lessor elects to rebuild the PremisesPurchase Price, the Premises amount equal to the lesser of (y) the applicable deductible with respect to such damage (to the extent not already paid by Seller) and (z) the estimated cost of restoration and repair of the damaged Purchased Assets, all of which shall constitute full compensation for the damage to the Purchased Assets and Seller shall have no responsibility for restoration or repair of the Purchased Assets or any resultant loss, directly, by subrogation, or otherwise; and (c) after Closing, Buyer shall, promptly following receipt of the insurance proceeds from the insurers, commence and diligently pursue to completion the repair of the affected portions of the Purchased Assets, including, without limitation, the improvements on the Property (but, for the avoidance of doubt, excluding any damaged Gaming Equipment and other personal property belonging to Seller after the Closing which shall be restored or replaced by Seller to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs the extent Seller receives insurance proceeds (but Seller shall be abated responsible for paying any deductible) with respect thereto) substantially to their condition immediately preceding the Casualty (or in proportion to such other manner as Seller and Buyer may otherwise agree). If a Casualty occurs after the part Closing Date, this Contract shall not terminate or be terminable and the rights and obligations of Seller (as Tenant) and the New Property Owner (as Landlord) shall be governed by the applicable casualty provisions set forth in Article 7 of the Premises which are untenantableProperty Lease. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed This Section 8.11 is intended as an express provision with respect to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as casualty of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days Property prior to the Premises being repaired Closing which supersedes the provisions of the Nevada Uniform Vendor and made tenantablePurchaser Risk Act.

Casualty. In If, at any time after the event date of this Agreement and prior to Closing or earlier termination of this Agreement, the Premises are Real Property or any material portion thereof is damaged or destroyed by fire or any other casualtycasualty causing a Material loss or damage (a “Casualty”), Lessee the Seller shall notify Lessor immediately. In give written notice of each Casualty to the event Purchaser promptly after the Premises are rendered untenantable by fire or other casualtyoccurrence of such Casualty, Lessor and then the Purchaser shall have the option of terminating this Lease or rebuilding the Premises and/or Buildingright to elect, and in such event by providing written notice of to the election by Lessor shall be given to Lessee not later than Seller within thirty (30) days after settlement the Purchaser’s receipt of the Seller’s written notice of such Casualty, to (i) terminate this Agreement in its entirety, or (ii) proceed to Closing, without terminating this Agreement in any respect, in which case the Seller shall within ten (10) days of Lessorreceipt of Purchaser’s insurance claims. In the event Lessor notice, deliver a notice to Purchaser whereby Seller elects to rebuild either: (A) repair and restore the PremisesReal Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction; or (B) transfer and assign to the Purchaser all of the Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, and lost profits insurance policies maintained by the Seller with respect to the Real Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by the Seller for the period prior to the Closing. If the Purchaser fails to provide written notice of its election to the Seller within such time period, then the Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (ii) of this preceding sentence. If the Closing is scheduled to occur within the Purchaser’s thirty (30) day election period, the Premises Closing Date shall be restored postponed until the date which is five (5) Business Days after the expiration of such thirty (30) day election period. If at any time after the date of this Agreement and prior to its former condition within a reasonable timeClosing or earlier termination of this Agreement, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion the Real Property or any material portion thereof is damaged by fire or any other casualty but not to the part extent of a Material loss or damage, then Purchaser shall not have the Premises right to terminate this Agreement, but Seller shall, at its election (A) repair and restore the Real Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which are untenantable. Notwithstanding the foregoing, if it existed prior to such damage or destruction resulted or (B) transfer and assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all proceeds from or was contributed to all casualty, business interruption, and lost profits insurance policies maintained by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything Seller with respect to the contrary contained Real Property, except those proceeds specifically payable in this Article, Lessor shall only be obligated connection with and allocable to restore or rebuild business interruption and lost profits and costs incurred by the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor Seller for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days period prior to the Premises being repaired and made tenantableClosing.

Casualty. In the event a casualty results in damage to any Property that would give a Tenant the Premises are damaged or destroyed by fire or other casualtyright to, Lessee shall notify Lessor immediately. In and Tenant does, deliver notice to the event applicable Owner to terminate its Lease and such terminated Lease(s) results in a reduction of net operating income in an amount greater than Seven Million Five Hundred Thousand Dollars ($7,500,000.00) in the Premises are rendered untenantable by fire or other casualtyaggregate for all Properties (measured on the current in place net operating income for the Properties as of the Effective Date), Lessor shall Purchaser will have the option of terminating this Lease or rebuilding the Premises and/or Buildingoption, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty exercisable within fifteen (3015) days after settlement receipt of Seller's notice that Tenant has cancelled the Lease, of either (i) declaring this Agreement terminated in which event the Title Company will refund to Purchaser the entire Deposit whereupon this Agreement and all rights of the Purchaser hereunder will terminate and neither Seller nor Purchaser will have any further claim against the other, except that Purchaser will continue to be liable for the Surviving Obligations, or (ii) closing in accordance with this Agreement and paying 25 in full the Sales Price, except as set forth below. If Purchaser fails to timely make an election pursuant to the foregoing sentence, Purchaser will be deemed to have elected to proceed with the purchase of the Interests in accordance with clause (ii) above. If Purchaser elects or is deemed to have elected to proceed with the purchase of the Interests or in the event of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion other casualty to the part Properties, Seller and Purchaser shall proceed to close under this Agreement and Seller will assign to Purchaser at Closing Seller’s rights under any insurance policies to receive insurance proceeds due Seller as a result of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect (other than reasonable costs of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case collection of such restoration, Lessor proceeds and Lessee shall have amounts expended by Seller to secure the same respective obligations to construct Properties safely or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made the Properties) and Purchaser shall assume responsibility (subject to Tenant’s obligations under the Leases) to repair the Properties. The Purchaser also shall receive a credit at Closing for any deductible required by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects any Lease to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid by any Owner under said insurance policies and not expended to and adjusted as of secure or repair the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableProperties.

Casualty. In the event that any portion of the Premises are Real Estate -------- Assets is damaged or destroyed by fire or other casualty, Lessee shall notify Lessor immediately. In prior to the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or BuildingTender Offer Expiration Date, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from would have, individually or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything aggregate, a Material Adverse Effect (after giving effect to the contrary contained in this Articlereceipt of insurance proceeds), Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease Buyer may by written notice to Lessor at Seller actually received by Seller not later than the earlier to occur of (x) 12:01 a.m. (New York time) on the Tender Offer Expiration Date and (y) the thirtieth day following Buyer's receipt of written notice of such damage or destruction (such receipt of written notice by Seller to be promptly thereafter acknowledged), terminate this Agreement, whereupon the Deposit will be returned to Buyer and thereafter this Agreement will be null and void and the parties will have no further rights or obligations hereunder. Except as otherwise expressly provided in the immediately preceding sentence, Buyer shall proceed to Closing with no reduction in the Purchase Price notwithstanding any time thereafter. but at least thirty (30)-days prior damage or destruction occurring with respect to the Premises being repaired Real Estate Assets, and made tenantableSeller will deliver and/or assign to Buyer on the Closing Date any insurance proceeds with respect to such damage or destruction to the extent Seller is entitled to same; provided that Buyer shall be afforded -------- reasonable opportunity by Seller to participate in any discussions with third parties relating to such insurance proceeds and such insurance proceeds shall not be settled or otherwise compromised by Seller without the approval of Buyer (not to be unreasonably withheld, conditioned or delayed). Seller shall notify Buyer of any damage to or destruction of the Real Estate Assets promptly after Seller learns of the same.

Casualty. Notwithstanding any other provision of this Agreement, if all or any part any Property is damaged by fire or other casualty occurring following the Effective Date and prior to the Closing, if such damage affects less than 25% of the rentable square feet of any Property, no party shall have the right to terminate this Agreement, and the parties shall nonetheless consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of any Seller by reason of said destruction or damage. In such event, or in the event that all or any part of any Property is damaged by fire or other casualty occurring following the Premises are damaged Effective Date and prior to the Closing (regardless whether or destroyed what portion of any Property is rendered unusable) and this Agreement is not terminated pursuant to the terms hereof, the relevant Seller shall, on the Closing Date (and subject to the Closing having occurred), assign to Purchaser, and Purchaser shall have the right to make a claim for and to retain casualty insurance proceeds (less any costs or expenses incurred by the Sellers prior to Closing with respect to any repairs or rebuilding approved by Purchaser in its reasonable discretion (provided that no such approval shall be required for Sellers to take any action reasonably required pursuant to Leases or any documentation related to any indebtedness over the Properties), which such amounts shall not be assigned and shall be remitted to Sellers) received under, the casualty insurance policies in effect with respect to such Property on account of said physical damage or destruction as shall be necessary to perform repairs to the Improvements and/or to rebuild the Improvements to substantially the same condition as the same existed prior to the occurrence of such fire or other casualty, Lessee and Purchaser shall notify Lessor immediatelyreceive a credit against the cash due at Closing for the amount of the deductible on such casualty insurance policy. In If such damage renders, or is reasonably expected to render, 25% or more of the event rentable square feet of any Property, other than those Properties set forth on Schedule 18 hereof (collectively, the Premises are rendered untenantable by fire or other casualty“Casualty Properties”), Lessor unusable for a period of more than six months, Purchaser shall have the option of terminating this Lease or rebuilding the Premises and/or Buildingright, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects sole discretion to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease Agreement by written notice to Lessor the Sellers and the Escrow Agent, at any time thereafter. but at least thirty which point a portion of the Deposit equal to $3,000,000.00 shall be promptly paid to and retained by Sellers as compensation for the time, costs, expenses and other burdens associated with the negotiation and attempted execution of the transactions described herein and the balance of the Deposit shall be promptly paid to and retained by the Purchaser and the parties shall have no further obligations under this Agreement (30)-days prior to except for the Premises being repaired and made tenantableSurviving Termination Obligations).

Casualty. In the event the Premises are (a) If all or any portion of any Property (each, a “Damaged Property”) is destroyed or damaged or destroyed by as a result of fire or any other casualtycasualty (a “Casualty”), Lessee the Sellers shall notify Lessor immediatelypromptly give written notice thereof (the “Casualty Notice”) to the Buyer. In Notwithstanding the event occurrence of a Major Casualty, a Property shall not be a Withdrawn Property if (i) the Premises are rendered untenantable damage resulting from the Casualty is covered by fire the Insurance Policies (subject only to the applicable deductible) or other casualtyby funds that the Sellers commit to provide by way of a credit against the applicable allocation of the Purchase Price or agree to remedy in accordance with Section 2.4(a), Lessor (ii) subject to the rights of any lender under the Debt Agreements, the proceeds of any applicable Insurance Policy, less any costs and expenses reasonably incurred by the Sellers to settle any insurance claims and obtain such insurance proceeds and to effect any repair or restoration made to such Property prior to the applicable Closing, shall be paid, or the rights thereto assigned, to the Buyer at the applicable Closing, (iii) all unpaid claims and rights in connection with the Casualty shall be assigned to the Buyer at the applicable Closing, (iv) there is rent interruption insurance in place for a period sufficient to cover any anticipated loss in revenue from the Damaged Property resulting from such Casualty, and (v) there is no known material impediment to obtaining all governmental approvals to permit the Damaged Property to be rebuilt or repaired substantially to its condition prior to such Casualty. Upon the occurrence of a Major Casualty, if any provision set forth in the preceding sentence is not satisfied, the Buyer shall have the option of terminating this Lease or rebuilding the Premises and/or Buildingright, and in at its sole option, to either (a) treat such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within Property as a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoingWithdrawn Property and, if applicable, require the Sellers to divest such damage or destruction resulted from or was contributed Property pursuant to Section 2.1(b)(ii) by giving the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by Sellers written notice to Lessor at any time thereafter. but at least thirty such effect within 10 days after its receipt of a Casualty Notice or (30)-days prior b) consummate a Securities Transfer with respect to the Premises being repaired and made tenantablesuch Property.

Casualty. In Except as provided in Article 4, Seller shall retain all risks and liability for damage to or injury occurring to the event Property by fire, storm, accident, or any other casualty or cause until Closing. If, between the Premises are damaged or destroyed Effective Date and the Closing Date, the Property suffers Material Damage (defined below), then Seller shall promptly notify Buyer. Buyer may elect, by fire or other casualty, Lessee shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given delivered to Lessee not later than thirty Seller within fifteen (3015) days after settlement receipt of such notice, either to (a) terminate this Agreement, in which case Escrow Agent will return the Deposit to Buyer, and neither party shall have any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion further obligation to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lesseeother except as may be expressly provided herein, or Lessee’s employees(b) continue to Closing, invitees or agents, then there in which case Seller shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In assign any insurance proceeds resulting from the case of such restoration, Lessor and Lessee shall have the same respective obligations Material Damage to construct or install improvements as are designated in the Workletter. Notwithstanding anything Buyer (but only to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild extent that the Premises to a building standard condition, proceeds do not exceed the Purchase Price and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor provided that Seller shall be entitled to sole possession retain any business interruption insurance proceeds that are applicable to the period prior to the Closing Date and any proceeds allocable to Seller’s personal property). The Closing Date may be extended as necessary to permit Buyer and Seller the full fifteen (15) days. “Material Damage” means damage costing in Seller’s reasonable judgment, $300,000 or more to repair. If between the Effective Date and the Closing Date, the Property suffers damage which is not Material Damage, Seller shall, at Seller’s option, either (i) repair such damage at its expense, to the reasonable approval of Buyer, prior to the Premises. In Closing (and if such repair cannot reasonably be completed prior to the event the Premises are not repaired and tenantable within 150 days after the damage or casualtyClosing, Lessee Seller shall have the option right to terminate this Lease by written notice extend the Closing Date until such repairs are completed), or (ii) convey the Property to Lessor at Buyer without making such repairs and assign to Buyer all insurance proceeds payable on account of such damage (but only to the extent that the proceeds do not exceed the Purchase Price and provided that Seller shall be entitled to retain any time thereafter. but at least thirty (30)-days business interruption insurance proceeds that are applicable to the period prior to the Premises being repaired Closing Date and made tenantableany proceeds allocable to Seller’s personal property). If Buyer does not terminate this Agreement pursuant to this section following a casualty (whether or not the casualty results in Material Damage), Seller shall assign to Buyer at the Closing its right to recover under any insurance policies covering such damage (but only to the extent that the proceeds do not exceed the Purchase Price and provided that Seller shall be entitled to retain any business interruption insurance proceeds that are applicable to the period prior to the Closing Date and any proceeds allocable to Seller’s personal property) and shall pay Buyer at the Closing the amount of the deductible, if any.

Casualty. In All risk of loss to the event Property shall remain upon Seller prior to the Premises are Closing. If prior to the Closing the Property is damaged or destroyed by fire or other casualtycasualty to a material extent (as defined below), Lessee shall notify Lessor immediatelyBuyer may either terminate this Agreement by delivering a written termination notice to Seller within ten (10) days after the damage occurs or elect to proceed to the Closing. In If prior to the event Closing the Premises are rendered untenantable Property is damaged by fire or other casualtycasualty to less than a material extent, Lessor the parties shall have proceed to the Closing as provided in this Agreement. If the transaction is to proceed to the Closing despite any damage or destruction, there shall be no reduction in the Discounted Purchase Price and Seller shall at Seller's option fully repair the damage prior to the Closing at Seller's sole expense or reimburse Buyer for the entire cost of terminating repairing the Property by allowing Buyer to deduct the cost on the cash payable to Seller at the Closing or assign to Buyer all of Seller's right and interest in any insurance proceeds resulting from such damage or destruction plus any amount equal to any insurance deductible or self-insured retention. For the purposes of this Lease Section 9.1, the term "material extent" means damage or rebuilding destruction if the Premises and/or Buildingcost of repairing and fully restoring the Property to its previous condition exceeds ten percent (10%) of the Discounted Purchase Price. If the extent of damage or the amount of insurance proceeds to be made available is not able to be determined prior to the date of the Closing or the repairs are not able to be completed prior to the date of the Closing, and in such event either party may postpone the Closing by delivering a written notice to the other party specifying an extended date of the election by Lessor shall be given to Lessee Closing which is not later more than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part previously scheduled date of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableClosing.

Casualty. In If, prior to the event the Premises are Closing, all or any part of any Property is destroyed or damaged or destroyed by fire or other casualty, Lessee the Sellers shall promptly notify Lessor immediatelythe Purchaser of such fact. In If any such casualty shall damage all or any material portion of such Property, then the event the Premises are rendered untenantable by fire or other casualty, Lessor Purchaser shall have the option of terminating right to terminate this Lease Agreement in its entirety or rebuilding with respect to such affected Property by giving notice thereof to the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee Sellers not later than thirty ten (3010) days after settlement the date on which the Purchaser receives the Sellers’ notice as aforesaid (and, if necessary, the Closing Date shall be extended until two (2) Business Days after the expiration of such ten-day period). If the Purchaser elects to terminate this Agreement in its entirety as aforesaid, then the Escrow Agent shall return the Deposit to the Purchaser, and, upon the Purchaser’s receipt of the Deposit, this Agreement shall terminate and be of no further force and effect and neither party shall have any liability to the other hereunder. If the Purchaser elects to terminate this Agreement only with respect to the affected Property as aforesaid, then the Escrow Agent shall retain the entire Deposit (subject to the terms of this Agreement), the Sellers and the Purchaser shall reasonably agree upon the portion of the Purchase Price allocated to the affected Property and this Agreement shall terminate with respect to the affected Property only and all other terms and conditions of this Agreement shall remain in full force and effect, except that the Purchase Price hereunder shall be reduced by the portion of the Purchase Price allocated to the affected Property. If any such casualty shall damage less than a material portion of any of Lessor’s insurance claims. In Property or if the event Lessor elects Purchaser shall not elect to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agentsterminate this Agreement as aforesaid, then there shall be no abatement of Rent the Purchase Price and Lxxxxx’s pro rata share of Operating Costs. In the case applicable Seller shall assign to the Purchaser at the Closing all of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything Seller’s rights to the contrary contained in this Articleinsurance proceeds, Lessor shall only be obligated if any, under such Seller’s insurance policies covering the Property with respect to restore such damage or rebuild the Premises to a building standard condition, destruction and nothing herein there shall be construed to obligate Lessor under credited against the Purchase Price following: (a) the amounts of any circumstances to repair or restore improvements made applicable insurance deductibles; (b) the amounts of any proceeds previously received by Lessee or specially constructed by Lessor for Lessee. In such Seller; and (c) the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share amounts of Operating Costs shall be paid to and adjusted as any deficiency of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableproceeds.

Casualty. All risk of loss with respect to the Property until Closing shall be borne by Seller. In the event that any damage or destruction of the Premises are damaged Property, or destroyed any part thereof by fire or other casualtycasualty occurs prior to the actual Closing, Lessee the Seller shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event provide written notice of the election by Lessor shall be given such casualty to Lessee not later than thirty Buyer within ten (3010) business days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of following the date of such casualty, which notice shall include an election by Seller of whether it will repair or restore the Term of this Lease shall then expire and this Lease shall be of no further force casualty damage to the Property, or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option elect to terminate this Lease Agreement due to such casualty. If Seller elects to repair or restore the damage to the Property caused by such casualty, Seller shall repair and restore all such damage and complete the Improvements in accordance with the requirements of Section 2.2 hereof, and the Outside Completion Date shall be extended by the reasonable period necessary to repair and restore the Improvements due to such casualty, but in no event beyond October 15, 2007 without the prior consent of Buyer to a further extension beyond October 15, 2007. If Seller elects to terminate this Agreement due to such casualty, the Deposit shall be immediately refunded to the Buyer, and the parties shall have no further duties or obligations under this Agreement. If Seller elects to repair or restore all damage to the Improvements due to such casualty, but the time necessary to repair or restore the Improvements will extend beyond October 15, 2007, the Buyer shall elect, within ten (10) business days after it has received written notice from Seller of the existence of such casualty, and the time estimated by Seller as being necessary for completion of the Improvements, to either: (i) terminate this Agreement, in which event the Deposit shall be immediately refunded to Buyer and the parties shall have no further duties or obligations hereunder, or (ii) agree to the extension to the Outside Completion Date proposed by Seller. Notwithstanding the foregoing, in no event shall the Buyer be required to close this transaction at any time between August 1, 2007 and November 1, 2007 (“Closing Blackout Period”), unless Buyer specifically consents to a Closing Date within such period. Where there is Substantial Completion of the Improvements during the Closing Blackout Period, the Closing Date shall be November 2, 2007. If the Buyer does not provide any written notice to Lessor at any Seller within ten (10) business days following receipt of the written notice from Seller advising of the existence of the casualty, the election by Seller to proceed with repair and restoration of the Improvements and the time thereafter. but at least thirty estimated for completion, the Buyer shall be deemed to have elected the option provided in subparagraph (30)-days prior to the Premises being repaired and made tenantableii) above.

Casualty. In the event a casualty results in damage to any Contributed Property that would give a Tenant the Premises are damaged or destroyed by fire or other casualtyright to, Lessee shall notify Lessor immediately. In and Tenant does, deliver notice to the event applicable Owner to terminate its Lease and such terminated Lease(s) results in a reduction of net operating income in an amount greater than Seven Million Five Hundred Thousand Dollars ($7,500,000.00) in the Premises are rendered untenantable by fire or other casualtyaggregate for all Contributed Properties (measured on the current in place net operating income for the Contributed Properties and the Properties (as defined in the Purchase and Sale Agreement and Purchase and Sale Agreement II) as of the Effective Date), Lessor shall Purchaser will have the option of terminating this Lease or rebuilding the Premises and/or Buildingoption, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty exercisable within fifteen (3015) days after settlement receipt of Seller's notice that Tenant has cancelled the Lease, of either (i) declaring this Agreement terminated in which event the Title Company will refund to Purchaser the entire Deposit whereupon this Agreement and all rights of the Purchaser hereunder will terminate and neither Seller nor Purchaser will have any further claim against the other, except that Purchaser will continue to be liable for the Surviving Obligations, or (ii) closing in accordance with this Agreement and paying in full the Contribution Value, except as set forth below. If Purchaser fails to timely make an election pursuant to the foregoing sentence, Purchaser will be deemed to have elected to proceed with the purchase of the Interests in accordance with clause (ii) above. If Purchaser elects or is deemed to have elected to proceed with the purchase of the Interests or in the event of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion other casualty to the part Contributed Properties, Seller and Purchaser shall proceed to close under this Agreement and Seller will assign to Purchaser at Closing Seller’s rights under any insurance policies to receive insurance proceeds due Seller as a result of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect (other than reasonable costs of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case collection of such restoration, Lessor proceeds and Lessee shall have amounts expended by Seller to secure the same respective obligations to construct Contributed Properties safely or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made the Contributed Properties) and Purchaser shall assume responsibility (subject to Tenant’s obligations under the Leases) to repair the Contributed Properties, as applicable. The Purchaser also shall receive a credit at Closing for any deductible required by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects any Lease to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid by any Owner under said insurance policies and not expended to and adjusted as of secure or repair the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableContributed Properties.

Casualty. In If prior to Settlement all or any portion of the event Property is destroyed or damaged and the Premises are damaged reasonable cost of repair and restoration with materials of like kind and qu ality is greater than twenty percent (20%) of the Purchase Price (“Material Damage”), then either Seller or destroyed Purchaser shall have the right, at such party’s option, to terminate this Agreement by giving written notice to the other within ten (10) days after the date of the casualty, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). If the cost of repair and restoration is less than or equal to the Material Damage threshold, or if more than the Material Damage threshold and neither Seller nor Purchaser elects to terminate this Agreement, Seller and Purchaser shall proceed to Settlement and Seller, in its sole discretion, shall either (a) assign to Purchaser all of its right, title, and interest in and to the proceeds of any and all fire or other casualtycasualty insurance proceeds relating to such damage, Lessee or (b) credit Purchaser at Settlement in the amount of such insurance proceeds (subject to adjustment as provided below); provided that Seller shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire not be responsible for any deductibles or other casualty, Lessor losses not covered by such proceeds and there shall have the option of terminating this Lease be no credit or rebuilding the Premises and/or Building, and in such event written notice adjustment of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantablePurchase Price. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there Seller shall be no abatement of Rent entitled to, but not obligated, to make such repair and Lxxxxx’s pro rata share of Operating Costs. In the case of restoration (or commence such repair and restoration) prior to Settlement, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the which event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor Seller shall be entitled to sole possession apply any insurance proceeds to the cost of such repair and restoration incurred by Seller or obtain a credit from Purchaser at Settlement in the amount of the Premisescost of such repair and restoration incurred by Seller. In the As used herein, “ other casualty” shall mean casualty insured under a customary property damage insurance policy without modifications or endorsements, and does not include an event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafteroccurrence involving Hazardous Substances or other environmental matters or similar events or occurrences. but at least thirty (30)-days prior This Section is an express agreement to the Premises being repaired and made tenantablecontrary of Section 5-1311 of the New York General Obligation Law.

Casualty. In the event If the Premises are damaged or destroyed by fire the building in which it is situated -------- become untenantable due to fire, flood or other casualty, Lessee and if the Landlord terminates the Master Lease, then this Sublease shall notify Lessor immediatelyterminate. In If the event Landlord does not terminate the Premises are rendered untenantable by fire Lease, but undertakes to repair, restore or other casualty, Lessor shall have rehabilitate the option of terminating this Lease building or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, this Sublease shall continue in full force and effect and the Premises rent payable hereunder during the restoration period shall not be restored to its former condition within a reasonable timeabated unless Sublessor's rent under the Master Lease is abated. If Sublessor's rent under the Master Lease is so abated, during which time Rent and Lxxxxx’s pro rata share of Operating Costs Sublessee's rent under this Sublease Agreement shall be abated in proportion during the restoration period by an amount equal to the part Base Rent otherwise required to be paid under this Sublease times the percentage of the Premises base rent under the Master Lease for which are untenantableSublessor receives abatement under the Master Lease. Notwithstanding If as a result of any casualty, Sublessor has the foregoingright to terminate the Master Lease, Sublessor agrees to carry out Sublessee's written direction to terminate the Master Lease; provided however, that Sublessee shall indemnify and hold Sublessor harmless from any and all costs, losses and damage suffered by Sublessee as a result of carrying out Sublessee's direction to terminate the Master Lease. Sublessor shall have no obligation to pursue any such termination if such damage or destruction resulted termination right is contested by Landlord unless Sublessee advances sufficient funds determined by Sublessor from or was contributed time to by time to be necessary to cover the act, omission, fault or neglect costs of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costssuch pursuit. In the case of such restorationno event, Lessor and Lessee however, shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only Sublessor be obligated to restore institute any litigation or rebuild accrue any expenses (other than de minimus expense) above amounts covered by -- ------- Sublessee's cash advances in pursuing the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as termination of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableLease.

Casualty. In If, prior to the event Closing Date (without regard to any extension thereto pursuant to Section 14.1 below), the Premises are Dry Ridge Building, Holland Building, Xxxxxxxx Building, Medford Building, Monroe Building, Norton Shores Building or Warrenton Building shall be destroyed or damaged in any one case or destroyed in the aggregate in an amount in excess of the Material Damage Amount (defined below), by fire or other casualty, Lessee then Purchaser shall notify Lessor immediatelyhave the option (to be exercised in the manner hereinafter provided) to terminate this Agreement, in which event all documents shall be returned to the respective parties, the Deposit, together with net interest earned thereon, shall be promptly returned to Purchaser, this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder (subject, however, to survival of Purchaser's Indemnity and Purchaser's Confidentiality Obligations). Seller agrees to give Purchaser written notice of any casualty promptly after Seller obtains knowledge of any such event, and Purchaser may exercise such termination option by delivering written notice to Seller within ten (10) days following the receipt of such notice. Purchaser's failure to timely exercise such termination option shall be conclusive evidence that Purchaser has waived such termination right. With respect to any casualty hereunder whereby this Agreement is not terminated, upon the Closing Date, Seller shall assign to Purchaser the interest of Seller in and to any insurance proceeds with respect thereto, net of any portion thereof applied by Seller for payment or reimbursement of all costs and expenses incurred by Seller in connection therewith, including without limitation, the making of emergency repairs, securing the applicable Real Property and complying with applicable governmental requirements. In addition, Purchaser shall receive a credit against the Purchase Price equal to any deductible under any policy or any uninsured or self-insured amount for such Building or Xxxxxxxx Building, except to the extent such amount has previously been expended by Seller for costs and expenses incurred in connection with such casualty and not otherwise paid or reimbursed to Seller as hereinabove provided. For the purposes hereof, the term "Material Damage Amount" shall mean damage to any one or more of the buildings constituting the Building or Xxxxxxxx Building reasonably determined to be in excess of $750,000. In the event the Premises parties hereto are rendered untenantable by fire unable to agree upon the dollar amount of the aforesaid damages within ten (10) days after the date of such fire, vandalism or other casualty, Lessor then the determination of said amount by a licensed architect selected by Seller and reasonably acceptable to Purchaser shall have be binding upon the option of terminating this Lease or rebuilding parties hereto and the Premises and/or Building, and in such event written notice beginning of the election by Lessor shall be given period in which Purchaser will need to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects elect whether to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs Agreement shall be paid tolled until such determination is complete. If the Closing Date is scheduled to and adjusted as of occur prior to the last day on which Purchaser is entitled to elect to terminate this Agreement under this Section 9.1, then Closing shall be delayed to the fifth (5th) business day following the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled Purchaser's election to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableproceed.

Casualty. In the event the Premises are that (a) all or any portion of an Asset shall be damaged or destroyed by fire or other casualtycasualty (a “Casualty”) prior to Closing, Lessee and (b) either such Casualty is not a Major Casualty or Purchaser has elected not to terminate this Agreement with respect to such Asset due to such Major Casualty, this Agreement shall notify Lessor immediately. In remain in full force and effect and both Parties shall proceed to close the transactions contemplated herein pursuant to the terms hereof, in which event the Premises are rendered untenantable applicable Seller shall deliver to Purchaser at the Closing (i) any insurance proceeds actually received by fire or other casualty, Lessor shall have such Seller attributable to such Asset from such casualty (except for proceeds previously used in connection with repairs to such Asset) and (ii) the option amount of terminating this Lease or rebuilding any deductible(s) under the Premises and/or BuildingInsurance Policies, and shall assign to Purchaser at the Closing all of such Seller’s right, title and interest in and to any claims which such event written notice of Seller may have under the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the PremisesSeller Insurance Policies covering such Asset, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement reduction in the Purchase Price. As used in this Agreement, a “Major Casualty” with respect to an Asset shall mean the cost of Rent repairing the damage from the Casualty, together with any loss of rentals or business interruption attributable to the period of time after Closing, exceeds the lesser of (a) Ten Million Dollars ($10,000,000), and Lxxxxx’s pro rata share (b) fifteen percent (15%) of Operating Coststhe Allocated Purchase Price for such Asset, with respect to all Assets other than the Ventana Inn & Spa, or exceeds the lesser of (i) Five Million Dollars ($5,000,000), and (ii) fifteen percent (15%) of the Allocated Purchase Price for the Ventana Inn & Spa. In the case Purchaser may elect to terminate this Agreement with respect to any Asset subject to Major Casualty proceedings (but not any other Asset under this Agreement or any Other Asset) by giving written notice of its election to Sellers not more than ten (10) Business Days after Purchaser receives notice of such restoration, Lessor and Lessee 49 Casualty; Purchaser’s failure to give written notice to Sellers within such ten (10) Business Day period shall have the same respective obligations constitute Purchaser’s election to construct or install improvements as are designated in the Workletterproceed to Closing with respect to such Asset. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor If Purchaser timely elects to terminate this LeaseAgreement with respect to an Asset as a result of a Major Casualty as provided in this Section 12.2, the Rent, Additional Rent Title Company shall return the Allocable Exxxxxx Money for such Asset to Purchaser and Lxxxxx’s pro rata share of Operating Costs neither Sellers nor Purchaser shall be paid have any further rights or obligations under this Agreement with respect to and adjusted as such terminated Asset except for the obligations of the date of Parties as to such casualty, the Term Asset which expressly survive termination of this Lease shall then expire Agreement, including, Purchaser’s obligations under Section 5.3 of this Agreement. Purchaser acknowledges and agrees that the foregoing provisions of this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled Section 12.2 are inapplicable to sole possession the fire damage at the Ventana Inn & Spa that occurred prior to the Effective Date and is the subject of the Premises. In Ventana Renovation Work, and that the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee applicable Seller shall have the option right to terminate retain all insurance proceeds pertaining to such damage. Purchaser further acknowledges and agrees that the Sellers have advised Purchaser, and that this Lease by written notice sentence shall constitute Seller’s notification pursuant to Lessor Section 12.3 below, of another fire that occurred at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableVentana Inn & Spa after the Effective Date.

Casualty. In If, prior to the event Closing Date, all or part of the Premises are Property is damaged or destroyed by fire or by any other casualtycause whatsoever, Lessee Seller shall notify Lessor immediatelypromptly give Buyer written notice of such damage. In If the event the Premises are rendered untenantable by fire or other casualtycost of repairing such damage is less than One Hundred Thousand Dollars ($100,000.00), Lessor then Buyer shall have the option right at Closing to receive, to the extent such sums have not been expended on repair work, (1) all insurance proceeds payable as a result of terminating this Lease such loss, less Seller’s costs and expenses incurred in connection with settling such loss and other than claims and proceeds for rent loss insurance for periods prior to the Closing Date, or rebuilding the Premises and/or Building(2) an assignment of Seller's rights to such insurance proceeds without recourse, and this Agreement shall continue in full force and Seller shall have no obligation to repair such event damage. If the cost of repairing damage from such casualty is greater One Hundred Thousand Dollars ($100,000.00), then Buyer shall have the right, for a period of twenty (20) days from the date of notice of the amount of damage caused by the casualty, to terminate this Agreement by giving written notice of termination to Seller within such period. Upon such termination, the election by Lessor parties hereto shall be given to Lessee not later than thirty (30) days after settlement released of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises further liability hereunder except for provisions which survive a termination and except that (i) Buyer shall be restored entitled to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part return of the Premises which are untenantableDeposit. Notwithstanding the foregoing, if If Buyer fails to notify Seller within such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect period of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects Xxxxx's intention to terminate this LeaseAgreement, then Buyer shall proceed to Closing and, to the Rentextent such sums have not been expended on repair work, Additional Rent all insurance proceeds, less Seller’s costs and Lxxxxx’s pro rata share expenses incurred in connection with settling such loss and other than claims and proceeds for rent loss insurance for periods prior to the Closing Date, received by Seller as a result of Operating Costs such casualty loss, shall be paid to and adjusted as of the date of Buyer at Closing. If such casualtyproceeds have not yet been received by Seller, the Term of this Lease shall then expire and this Lease Seller's rights to such proceeds shall be of no further force or effect. Thereafter, Lessor shall be entitled assigned to sole possession of the Premises. In the event the Premises are not repaired Buyer at Closing without recourse and tenantable within 150 days after the damage or casualty, Lessee Seller shall have the option no obligation to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantablerepair such damage.

Casualty. In The Trustor will give the event Beneficiary prompt notice of -------- damage to or destruction of any Improvements on the Premises are damaged Property and in case of loss covered by policies of insurance the Beneficiary is hereby authorized to make proof of loss if not made promptly by the Trustor or destroyed any lessee. Any expenses incurred by fire the Beneficiary in the collection of insurance proceeds, together with interest thereof from date of any such expense at the per annum interest rate set forth in the Note shall be added to and become a part of the indebtedness secured hereby and all be reimbursed to the Beneficiary, together with accrued interest thereon, immediately upon demand. Upon the occurrence of damage to or destruction of any Improvements, if Beneficiary shall so elect in its sole and unfettered discretion, the Beneficiary shall make the net proceeds of insurance available for repair, restoration and/or reconstruction under the conditions and in the manner specified in the next following paragraph. If Beneficiary shall otherwise determine, then such insurance proceeds shall be applied by the Beneficiary upon or in reduction of the indebted ness secured hereby then most remotely to be paid. If the Beneficiary shall require that the Improvements be repaired or rebuilt then the repair, restoration, replacement or rebuilding of the Improvements shall be to a condition of at least equal value as prior to such damage or destructions. Insurance proceeds made available for restoration, repair, replacement or rebuilding of the Improvements shall be disbursed from time to time (provided no default exists in the Option Agreement, the Note or this Deed of Trust or any other casualtyDocument at the time of each such disbursement), Lessee shall notify Lessor immediatelyin the manner determined by Beneficiary. In The Beneficiary may require that plans and specifications for the event restoration, repair, replacement or rebuilding be submitted to and approved by the Premises are rendered untenantable by fire or other casualtyBeneficiary prior to the commencement of the work. Any surplus which may remain out of said insurance proceeds after payment of costs of building and restoration may, Lessor shall have at the option of terminating this Lease or rebuilding the Premises and/or BuildingBeneficiary, and in such event written notice be applied either on account of the election by Lessor shall indebtedness secured hereby then most remotely to be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage paid or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as any person or persons entitled thereto. Application or release of proceeds under the provisions hereby shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. No interest shall be allowed on account of any such proceeds or any other funds held in the hands of the date of such casualty, Beneficiary or the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantabledisbursing party hereunder.

Casualty. Until Closing, Seller agrees to maintain the existing replacement cost property insurance covering the Assets (the “Property Insurance”). In the event the Premises are any Property or Personal Property is damaged or destroyed by fire or other casualtycasualty prior to Closing, Lessee then Buyer may elect to either: (i) terminate this Agreement prior to Closing by giving written notice to Seller and, in that event, all Exxxxxx Money shall notify Lessor immediatelybe immediately refunded to Buyer, or (ii) elect to proceed with the Closing and, in that event, Seller shall pay to the Buyer an amount equal to the deductible under the Property Insurance (the “Deductible Payment”) and Seller shall validly assign to Buyer all insurance proceeds and other sums payable by third parties as a result of such fire or other casualty (“Third Party Payments”), including, but not limited to, business interruption insurance proceeds; provided if such assignment would impair recovery, Seller shall pay Buyer an amount equal to said insurance proceeds, Third Party Payments and the Deductible Payment at Closing. In the event the Premises are rendered untenantable Property or Personal Property is damaged by fire or other casualty prior to Closing and such damage to the Property or Personal Property is not fully covered by insurance and the amount of the cost of repair or replacement, minus the insurance proceeds (the “Shortfall”) is less than $500,000, Seller shall pay Buyer, at Closing, the cost of fully restoring the portions of the Property and the Personal Property damaged by such fire or casualty. In the event the Property or Personal Property is damaged by fire or other casualty prior to Closing and such damage to the Property or Personal Property is not fully covered by insurance and the amount of the Shortfall is $500,000 or more, Seller shall elect to either (x) pay to Buyer, at Closing, the cost of fully restoring the portions of the Property and the Personal Property damaged by such fire or casualty, Lessor or (y) if the parties are able to agree upon an appropriate reduction to the Purchase Price, then Seller may retain the Convenience Store that was damaged or that contained the damaged Personal Property (and the portion of the Assets related to such Convenience Store (including, without limitation, the Property upon which the Convenience Store is located, the Personal Property at such Convenience Store, the Surviving Operating Agreements related to such Convenience Store, and the Merchandise Inventory, Fuel Inventory and Food Supplies Inventory at such Convenience Store)) and the Purchase Price shall be reduced by the Carve Out Store Value of such Convenience Store (calculated as if such Convenience Store had been a Carve Out Store); provided that once Buyer receives written notice of Seller’s election, Buyer shall have the option of terminating this Lease accepting the available insurance proceeds and the Deductible Payment as a credit against the Purchase Price and proceeding with the Closing. Seller shall bear the risk of loss or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion damage to the part of Assets until the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableClosing.

Casualty. In Risk of loss or damage to the event Improvements from the Premises are Effective Date through the Closing shall be borne by Seller; provided that if either or both of the Properties is damaged or destroyed by fire or other casualtycasualty (whether or not the cause of such loss is insured or insurable) prior to the Closing with a resulting loss or property damage of $100,000 or more in the aggregate, Lessee Buyer shall notify Lessor immediatelyelect to either (a) proceed with the Closing subject to satisfaction of the Contingencies or (b) terminate this Contract. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from which is not de minimis in nature, Seller shall immediately notify Buyer thereof (the "Notice of Damage") and make such emergency and other repairs necessary to prevent exposure to the elements or was contributed other further damage to the subject Property. Within 30 days after the Notice of Damage, Buyer shall determine whether the damage rises to the $100,000 level and, if so, make its election by notice to Seller, and the Closing shall be delayed as necessary to allow time for Buyer to make such election. Failure by Buyer to so notify Seller shall constitute an election to proceed with the Closing subject to satisfaction of the Contingencies. If Buyer elects (a) above or the casualty does not result in at least $100,000 of property damage in the aggregate, then Seller shall pay to Buyer at Closing the estimated cost of the repairs or loss as reasonably determined by an independent insurance adjuster mutually selected by the actparties less the amount of any insurance proceeds payable to Seller for the Property so damaged or destroyed (the right to such proceeds shall be assigned by Seller to Buyer at Closing), omission, fault or neglect and net of Lessee, or Lessee’s employees, invitees or agentsthe cost of such repairs made by Seller before the Closing. If Buyer elects (b) above, then there this Contract shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case terminate upon delivery of such restoration, Lessor and Lessee shall have the same respective obligations notice to construct or install improvements as are designated in the WorkletterSeller. Notwithstanding anything to the contrary contained in this Article, Lessor shall only If Seller would otherwise be obligated to restore or rebuild the Premises to a building standard conditionpay more than $500,000 (exclusive of insurance proceeds) under this paragraph, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee Seller shall have the option to terminate this Lease Contract by written notice delivered to Lessor at any time thereafterBuyer within ten days after receipt of Buyer's election above. but at least thirty (30)-days prior to Seller's obligations under this Section shall survive the Premises being repaired and made tenantableClosing.

Casualty. In the event the Premises are If a Site is damaged or destroyed by fire or other casualtycasualty event (“Casualty”) first occurring after the Effective Date but prior to the Closing of such Site, Lessee shall notify Lessor immediatelySeller will provide written notice to Buyer of such Casualty promptly following Seller’s receipt of actual knowledge of such Casualty. In If the event the Premises are rendered untenantable Site is “materially damaged or destroyed” (as defined below) by fire or other casualtysuch Casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in Buyer may designate such event Site as a Supplemental Excluded Site by written notice given to Seller within ten (10) Business Days after Buyer receives notice of the election occurrence of such Casualty, and it will be excluded from the transaction as provided in Section 1.6 above. If the Site is not deemed “materially damaged or destroyed,” or if it is but the Site is not timely designated as a Supplemental Excluded Site by Lessor Buyer, then Buyer will remain bound to purchase the Site for the full Allocated Purchase Price pursuant (and subject) to the terms of this Agreement, without regard to the occurrence or effects of the Casualty; provided that (a) if one or more of the Tenants is responsible under its applicable Lease for insuring all or any portion of the Site suffering the Casualty, then at the Closing for such Site Seller will assign to Buyer Seller’s interest in the property insurance proceeds payable to Seller (if any) under each such Tenant’s insurance for the restoration of the physical damage to such Site, and/or (b) if Seller is responsible under one or more of the applicable Leases for insuring the Site suffering the Casualty, then at the Closing for such Site Seller will provide Buyer with a credit against the Purchase Price equal to the amount of any property insurance proceeds that would be payable to Seller under Seller’s insurance for the repair of the physical damage to such Site, plus any deductible amount applicable thereto, net of any costs and expenses reasonably incurred by Seller prior to Closing in connection with the Casualty. For purposes of this Section, a Site that is subject to a Casualty shall be given to Lessee not later than thirty deemed “materially damaged or destroyed” only if (30i) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part Landlord is responsible under one or more of the Premises which are untenantable. Notwithstanding applicable Leases for insuring or restoring all or any portion of the foregoingSite damaged or destroyed by such Casualty, if but (x) the insurance proceeds amount (including applicable deductible) that would be credited to Buyer as provided above for such damage Site is not reasonably sufficient to fund any repairs Buyer would be required to pay for or destruction resulted from or was contributed make to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of return such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises Site to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted condition substantially as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days good as existed immediately prior to the Premises being repaired Casualty, and made tenantable.(y) Seller does not agree (in Seller’s sole and absolute discretion) to pay or credit Buyer for the anticipated shortfall as reasonably agreed by Seller and Buyer; (ii) any Major Tenant has the express right to axxxx rent under its applicable Lease, such abatement would continue beyond the scheduled Closing Date for such Site, and Seller does not agree (in Seller’s sole and absolute discretion) to pay or credit Buyer for the full amount of such post-Closing rental abatement; or (iii) any Major Tenant has the express right to terminate its applicable Lease as a result of the Casualty affecting such Site, unless waived in writing by such Major Tenant. Agreement of Purchase and SaleCMFT Portfolio 32

Casualty. In If, before the Closing, all or any portion of the Property is damaged by a casualty (a “Casualty”), Seller shall notify Buyer of this event immediately after actual knowledge of the Casualty and shall use reasonable efforts to provide Buyer Seller’s good faith estimate of the cost of restoration. If the cost to restore the same will exceed One Million and No/Dollars ($1,000,000.00), Buyer shall have the option to either (i) terminate this Agreement as of the date of the Casualty, in which event the Premises Deposit, plus interest accrued thereon net of any and all escrow and investment costs and expenses, shall be refunded to Buyer or (ii) continue with this transaction in accordance with the terms of this Agreement and without any adjustment in the Purchase Price (except a credit in the amount of the “deductible” applicable to Seller’s insurance), by delivery of written notice of Buyer’s election to Seller and Escrow Holder within five (5) days after receipt of Seller’s notice. If Seller and Escrow Holder receive Buyer’s election to terminate this transaction or have not received any notice from Buyer within the 5-day period, then this transaction shall terminate, and the Deposit shall be returned to Buyer, as provided in Paragraph 6.2. If Buyer elects to continue with this transaction, then the Casualty proceeds from any insurance obtained by Seller for the Property which are damaged or destroyed by fire or other casualtypayable as a result of such Casualty, Lessee if any, shall notify Lessor immediatelybecome the property of and be assigned to Buyer upon Close of Escrow, and Buyer shall receive a credit against the Purchase Price in the amount of the “deductible” applicable to Seller’s insurance coverage. In the event the Premises damage to the Property shall cost less than $1,000,000 to repair, replace or restore, the Casualty proceeds from any insurance obtained by Seller for the Property which are rendered untenantable by fire or other casualtypayable as a result of such Casualty, Lessor if any, shall have become the option property of terminating this Lease or rebuilding the Premises and/or Buildingand be assigned to Buyer upon Close of Escrow, and Buyer shall receive a credit against the Purchase Price in such event written notice the amount of the election by Lessor shall be given “deductible” applicable to Lessee not later than thirty (30) days after settlement of any of LessorSeller’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantablecoverage.

Casualty. In If prior to Settlement all or any portion of the event Property is destroyed or damaged and the Premises are damaged reasonable cost of repair and restoration with materials of like kind and quality is greater than twenty percent (20%) of the Purchase Price (“Material Damage”), then either Seller or destroyed Purchaser shall have the right, at such party’s option, to terminate this Agreement by giving written notice to the other within ten (10) days after the date of the casualty, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). If the cost of repair and restoration is less than or equal to the Material Damage threshold, or if more than the Material Damage threshold and neither Seller nor Purchaser elects to terminate this Agreement, Seller and Purchaser shall proceed to Settlement and Seller, in its sole discretion, shall either (a) assign to Purchaser all of its right, title, and interest in and to the proceeds of any and all fire or other casualtycasualty insurance proceeds relating to such damage, Lessee or (b) credit Purchaser at Settlement in the amount of such insurance proceeds (subject to adjustment as provided below); provided that Seller shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire not be responsible for any deductibles or other casualty, Lessor losses not covered by such proceeds and there shall have the option of terminating this Lease be no credit or rebuilding the Premises and/or Building, and in such event written notice adjustment of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantablePurchase Price. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there Seller shall be no abatement of Rent entitled to, but not obligated, to make such repair and Lxxxxx’s pro rata share of Operating Costs. In the case of restoration (or commence such repair and restoration) prior to Settlement, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the which event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor Seller shall be entitled to sole possession apply any insurance proceeds to the cost of such repair and restoration incurred by Seller or obtain a credit from Purchaser at Settlement in the amount of the Premisescost of such repair and restoration incurred by Seller. In the As used herein, “ other casualty” shall mean casualty insured under a customary property damage insurance policy withou t modifications or endorsements, and does not include an event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableoccurrence involving Hazardous Substances or other environmental matters or similar events or occurrences.

Casualty. In the event that after the Premises date of this Agreement and prior to the Closing Date any of the improvements on the Property are damaged or destroyed by fire or other casualty, Lessee Seller shall notify Lessor immediatelyPurchaser and Purchaser shall have the option either (a) to terminate this Agreement by notice given to Seller within 10 days after Purchaser receives the notice of the casualty (but only if the right to terminate exists hereunder), or (b) to proceed to Closing, paying Seller the entire Purchase Price for the Property and (i) to the extent the damage has not been repaired prior to the Closing, receiving a credit on the Purchase Price equal to the amount of the deductible applicable to that casualty and receiving all of Seller’s rights with respect to recovery for such unrepaired damage caused by the fire or casualty under Seller’s existing insurance policies, without compromise, or (ii) if Seller and Purchaser agree at or prior to the Closing, receiving a credit on the Purchase Price of the amount they estimate will be required to repair the damage (which shall be a final settlement). In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor Purchaser elects to terminate this LeaseAgreement as provided above, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs Deposit shall be paid returned to Purchaser by the Escrow Agent and adjusted neither party shall have any further liability or obligation to the other except as expressly provided in this Agreement. The right of termination due to any such fire or other casualty shall only exist if the damage caused by the casualty is material and either has not been completely repaired prior to the Closing, or an amount sufficient to complete the repairs has not been deposited (which Seller shall have no obligation to do) with the Escrow Agent in escrow to be used for the purpose of making the repairs, or the parties have not agreed upon a credit against the Purchase Price for the amount of the date deductible and an assignment to Purchaser of all of Seller’s rights with respect to recovery for such casualtyunrepaired damage under Seller’s existing insurance policies. A material casualty is one that results in damage to the improvements on any of the Property, the Term cost to repair of this Lease which is in excess of $250,000.00. If the casualty is not material and has not been completely repaired prior to the Closing, then at the Closing Purchaser shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled receive a credit on the Purchase Price equal to sole possession the amount of the Premises. In deductible applicable to that casualty under Seller’s existing insurance policies, and to the event extent the Premises are damage has not been repaired and tenantable within 150 days after prior to the Closing Purchaser shall receive all of Seller’s rights with respect to recovery for such unrepaired damage under Seller’s existing insurance policies, or if the damage or casualtyother casualty is not covered under Seller’s existing insurance policies, Lessee or if Seller and Purchaser so agree under this Section 5.1b(ii), then Purchaser shall have receive a credit on the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior Purchase Price equal to the Premises being repaired amount Seller and made tenantablePurchaser agree it will cost to repair the damage.

Casualty. In All risk of loss with respect to the event Property shall be with Seller until Closing. If any portion of the Premises are Property is damaged or destroyed by fire prior to Closing, Seller shall promptly give notice thereof to Buyer. If any portion of the Property is damaged or other casualtydestroyed prior to Closing and the cost to repair such damage is less than $100,000.00, Lessee then the parties shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Buildingproceed to closing, and in such event written notice Seller shall either (i) complete the repair of the election by Lessor damage prior to Closing at Seller’s sole cost and expense, or (ii) give Buyer a credit against the Purchase Price in the amount required to repair the damage, which amount shall be given agreed upon by Buyer and Seller. If any portion of the Property is damaged or destroyed prior to Lessee not later than thirty Closing, and the cost to repair such damage is at least $100,000.00, then Buyer may, within fifteen (3015) days after settlement receipt from Seller of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premiseswritten notice thereof, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects elect to terminate this LeaseAgreement, in which event the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs Escrow Deposit shall be paid immediately returned to Buyer and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee neither party shall have the option any further rights or obligations hereunder. If Buyer does not elect to terminate this Lease by written notice to Lessor Agreement , then Seller shall either (i) commence the repair of the damage at any time thereafter. but at least thirty Seller’s sole cost and expense, and pursue the completion of the repair in a timely, diligent, and commercially reasonable manner, and the Closing Date shall be extended until the final completion of such repairs; or (30)-days prior ii) provided that Buyer, Seller, and Seller’s insurance carrier reach a satisfactory agreement with regard to the Premises being repaired release of the insurance proceeds and made tenantablethe repair of the damage, Seller shall assign to Buyer at Closing all insurance proceeds (including rent loss and business interruption proceeds) payable in connection with such damage and shall provide Buyer with a credit against the Purchase Price in an amount equal to the sum of any applicable deductibles under Seller’s insurance policies plus any amount of the estimated repair costs (or loss of rents) which are not covered by Seller’s insurance policies.

Casualty. In If the event Property, or any part thereof, suffers “minor damage” (as hereinafter defined) following the Premises are damaged or destroyed by Execution Date but prior to Closing from fire or other casualty, Lessee Seller may, at its option and without any obligation to do so, cause the same to be repaired prior to the Closing at Seller’s sole cost and expense. If Seller fails or refuses to repair any such minor damage prior to Closing, Buyer shall notify Lessor immediatelyconsummate the Closing, whereupon Seller’s rights, if any, in the proceeds of any insurance covering such damage shall be assigned to Buyer at Closing, Buyer shall receive a credit against the Purchase Price in the amount of the deductible, and there shall be no other reduction or abatement in the Purchase Price. In If the event the Premises are rendered untenantable by Property, or any part thereof, suffers” major damage” (as hereinafter defined) prior to Closing from fire or other casualty, Lessor then Buyer may, as its sole remedy, either (i) terminate this Agreement, whereupon the Deposit, together with all interest accrued thereon, shall be refunded to Buyer, and neither party shall have any further rights or obligations pursuant to this Agreement, or (ii) consummate the option Closing, whereupon Seller’s rights, if any, in the proceeds of terminating this Lease or rebuilding any insurance covering such damage shall be assigned to Buyer at Closing, Buyer shall receive a credit against the Premises and/or BuildingPurchase Price in the amount of the deductible, and in such event written notice of the election by Lessor there shall be given to Lessee not later than thirty (30) days after settlement no other reduction or abatement in the Purchase Price. For purposes of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premisesthis Agreement, major damage shall mean damage or destruction, the Premises cost of repairing which is One Million Dollars ($1,000,000) or more. Notwithstanding anything herein to the contrary, if Buyer, its agents, contractors or representatives damage the Property, then Buyer shall be restored responsible for repairing said damage and shall have no right to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share terminate this Agreement by virtue of Operating Costs shall be abated in proportion to the part of the Premises which are untenantablesaid damage. Notwithstanding the foregoing, if in the event of minor damage for which no insurance coverage is provided, or less than the full cost of the repair thereof is provided for by insurance covering such damage or destruction resulted from or was contributed to minor damage, Buyer shall consummate the Closing, and the Purchase Price shall be reduced by the act, omission, fault or neglect cost of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything necessary repairs to the contrary contained in this Article, Lessor shall only extent not covered by insurance proceeds to be obligated assigned to restore or rebuild Buyer at the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableClosing.

Casualty. In If, prior to the event Closing Date, the Premises are Real Property and the improvements thereon (other than the Non-Owned Buildings) shall be destroyed or damaged or destroyed in an amount in excess of the Material Damage Amount (as hereinbelow defined), by fire or other casualty, Lessee shall notify Lessor immediately. In or if the event premises of any tenant of the Premises Building or of any Non-Owned Buildings are rendered untenantable by damaged as a result of fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in casualty to such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored extent that such tenant is entitled pursuant to its former condition within Lease to terminate its Lease and does so as a reasonable time, during which time Rent and Lxxxxx’s pro rata share result of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agentscasualty loss, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct either Seller or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee Purchaser shall have the option to terminate this Lease Agreement by written notice to Lessor at any time thereafter. but at least thirty the other party within ten (30)-days prior 10) days after such party has received notice of the casualty, in which event all documents shall be returned to the Premises being repaired respective parties, and the Deposit shall be promptly returned to Purchaser, and thereupon, this Agreement shall terminate, and neither party shall have any further rights or obligations hereunder except any Surviving Obligations. Seller agrees to give Purchaser notice of any fire or other casualty within forty-eight (48) hours after learning of any such event. The failure of either party to give such notice of termination within the aforesaid ten (10) day period shall be conclusive evidence that such party has waived such option to terminate. In the event of fire or other casualty causing damage (a) in an amount less than the Material Damage Amount, or (b) in an amount more than the Material Damage Amount or if a tenant of the Building or of any Non-Owned Buildings terminates its Lease as a result of such casualty loss, but with respect to which either party has not elected to terminate this Agreement as aforesaid, then, provided Purchaser has waived all conditions precedent to Purchaser's obligation to perform hereunder, Purchaser shall have the right to control the adjustment and settlement of any insurance claim relating to said damage, and upon the Closing Date Seller shall assign to Purchaser the interest of Seller in and to any insurance proceeds with respect to said damage. In such event, Seller will also credit against the Purchase Price the amount of any deductible on Seller's casualty and insurance policies covering said damage. For the purposes hereof, the term "Material Damage Amount" shall mean damage, the repair cost of which is reasonably estimated by Seller to be in excess of an amount of money equivalent to two and one-half percent (2.5%) of the Purchase Price. If the Closing Date is less than ten (10) days following the last day on which either party is entitled to elect to terminate this Agreement, then closing shall be delayed until such election is made tenantableor deemed to have been made.

Casualty. In the event that (a) all or any portion of the Premises are Asset shall be damaged or destroyed by fire or other casualty, Lessee shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Buildingcasualty (a “Casualty”) prior to Closing, and (b) either such Casualty is not a Major Casualty or Purchaser has elected not to terminate this Agreement with respect to the Asset due to such Major Casualty, this Agreement shall remain in full force and effect and both Parties shall proceed to close the transactions contemplated herein pursuant to the terms hereof, in which event Seller shall deliver to Purchaser at the Closing (i) any insurance proceeds actually received by Seller attributable to the Asset from such event written notice of casualty (except for proceeds previously used in connection with repairs to the election by Lessor shall be given to Lessee not later than thirty Asset) and (30ii) days after settlement the amount of any deductible(s) under the Insurance Policies, and shall assign to Purchaser at the Closing all of LessorSeller’s insurance claims. In right, title and interest in and to any claims which Seller may have under the event Lessor elects to rebuild Seller Insurance Policies covering the PremisesAsset, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement reduction in the Purchase Price. As used in this Agreement, a “Major Casualty” with respect to the Asset shall mean the cost of Rent repairing the damage from the Casualty, together with any loss of rentals or business interruption attributable to the period of time after Closing, exceeds lesser of (a) Five Million Dollars ($5,000,000), and Lxxxxx’s pro rata share (b) fifteen percent (15%) of Operating Coststhe Purchase Price. In Purchaser may elect to terminate this Agreement with respect to the case Asset subject to Major Casualty proceedings (but not any Other Asset) by giving written notice of its election to Seller not more than ten (10) Business Days after Purchaser receives notice of such restorationCasualty; Purchaser’s failure to give written notice to Seller within such ten (10) Business Day period shall constitute Purchaser’s election to proceed to Closing with respect to the Asset. If Purchaser timely elects to terminate this Agreement as a result of a Major Casualty as provided in this Section 12.2, Lessor the Title Company shall return the Exxxxxx Money to Purchaser and Lessee neither Seller nor Purchaser shall have any further rights or obligations under this Agreement except for the same respective obligations to construct or install improvements as are designated in of the WorkletterParties which expressly survive termination of this Agreement, including, Purchaser’s obligations under Section 5.3 of this Agreement. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under Section 12.2 any circumstances to repair or restore improvements made election by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects Purchaser to terminate this Lease, Agreement under this Section 12.2 with respect to the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs Asset or the Sonoma Golf Club shall be paid deemed to and adjusted also constitute a termination of this Agreement as to the other of the date of such casualty, Asset and the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableSonoma Golf Club.

Casualty. In The risk of loss or damage to the event the Premises are damaged or destroyed Property by fire or other casualty until the Closing shall be the responsibility of the Seller. If the Property or any part thereof is damaged or destroyed as a result of such casualty, Lessee Seller shall immediately notify Lessor immediatelyPurchaser. In the event of loss or damage to the Premises are rendered untenantable by fire Property or other casualtyany portion thereof which is not “major” (as hereinafter defined), Lessor this Agreement shall remain in full force and effect provided Seller performs (or causes) any necessary repairs or, at Seller’s option, (i) Seller assigns to Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty and income or rental interruption insurance policies or condemnation awards relating to the option Property and (ii) to the extent not yet paid, Purchaser shall receive a credit against the Purchase Price of terminating this Lease an amount equal to the deductible on Seller’s applicable casualty insurance policies. In the event that Seller elects to perform (or rebuilding cause) repairs upon the Premises and/or BuildingProperty, Seller shall use reasonable efforts to complete (or cause completion of) such repairs promptly and in such event written notice the date of the election by Lessor Closing shall be given extended a reasonable time (not to Lessee not later than exceed thirty (30) days) in order to allow for the completion of such repairs. In the event of a “major” loss or damage, Purchaser may terminate this Agreement within thirty (30) days after settlement receipt of any of Lessor’s insurance claimsnotice thereof. In If Purchaser does not so elect to terminate, then Purchaser shall be deemed to have elected to proceed under this Agreement. If the event Lessor Purchaser elects to rebuild the Premisesproceed with Closing notwithstanding major loss or damage, the Premises then Seller shall be restored (i) assign to its former condition within a reasonable timePurchaser all of Seller’s right, during which time Rent title and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion interest to any claims and proceeds Seller may have with respect to any casualty insurance policies relating to the part premises in question and (ii) to the extent not yet paid, Purchaser shall receive a credit against the Purchase Price of an amount equal to the deductible on Seller’s applicable casualty insurance policies. For purposes of this Section 12(a), “major” loss or damage refers to loss or damage to any individual Property or any portion thereof such that the cost of repairing or restoring the Property to a condition substantially identical to that of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days Property prior to the Premises being repaired event of damage would be, in the opinion of an architect selected by Seller and made tenantableapproved by Purchaser, equal to or greater than Three Hundred Fifty Thousand Dollars ($350,000.00). Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

Casualty. In the event that all or any "substantial portion" of the Premises are Property shall be damaged or destroyed by fire or other casualtycasualty after the Effective Date and before the Closing Date, Lessee Buyer may, at its option, terminate this Agreement by written notice thereof to Seller within ten (10) days after Seller notifies Buyer of the casualty and the availability and amount of insurance proceeds, in which event Buyer shall notify Lessor immediatelyreceive an immediate refund of the Xxxxxxx Money. In the event Buyer does not terminate this Agreement as described above, it shall be deemed to have elected to proceed to close the Premises are rendered untenantable transaction contemplated herein pursuant to the terms hereof, in which event Seller shall deliver to Buyer at the Closing any insurance proceeds actually received by fire or other Seller attributable to the Property from such casualty, Lessor shall have including, to the option extent available, all rental interruption insurance attributable to the period after the Closing, or assign to Buyer all of terminating this Lease Seller's right, title and interest in any claim (or rebuilding in the Premises and/or Buildingproceeds thereof if such assignment of such claim is not permitted) under any applicable insurance policies in respect of such casualty (including, to the extent available, all rental interruption insurance attributable to the period after the Closing), together with an amount equal to the deductible(s), if any, applicable to such loss under the insurance policy(ies), and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement reduction in the Purchase Price. If the casualty loss does not involve a "substantial portion" of Rent the Property, as defined herein, then Buyer shall be obligated to close the transaction contemplated herein according to the terms hereof, notwithstanding such casualty loss, and Lxxxxx’s pro rata share Seller shall, at Seller's election, either (i) repair the damages caused by such casualty loss prior to Closing, at Seller's expense or (ii) subject to the provisions of Operating Costs. In the case Deed of Trust, deliver to Buyer at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty, or (iii) assign to Buyer all of Seller's right, title, and interest in any claim (or in the proceeds thereof if such assignment of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletterclaim is not permitted). Notwithstanding anything contained herein to the contrary contained contrary, in this Article, Lessor shall only the event such repair or damages cannot be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor accomplished under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date applicable insurance policies in respect of such casualty, together with an amount equal to the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafterdeductible(s), Lessor shall be entitled if any, applicable to sole possession of such loss under the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualtyinsurance policy(ies), Lessee Buyer shall have the right and option to (a) terminate this Lease by written notice Agreement, in which event, the Xxxxxxx Money will be returned to Lessor at any time thereafter. but at least thirty Buyer or (30)-days prior b) waive the right to terminate and take an assignment of whatever rights Seller may have, in which event, this transaction shall be consummated and there shall be no reduction in the Premises being repaired and made tenantablePurchase Price.

Casualty. In If after the event Effective Date and prior to the Premises are Closing the Property is damaged or destroyed by fire or other casualtycasualty (a “Casualty”), Lessee Seller shall, promptly upon Seller or the Subsidiary receiving actual knowledge thereof, notify Purchaser of the same. If, as a result of such Casualty, Northrop is entitled to and elects to terminate its Lease with respect to the Property (a “Casualty Tenant Termination Event”), then Seller shall notify Lessor immediately. In promptly upon Seller or the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written Subsidiary receiving notice of such Casualty Tenant Termination Event notify Purchaser of the election by Lessor shall be given to Lessee not later than thirty same (30a “Casualty Tenant Termination Notice”). Within five (5) days after settlement receipt of any the Casualty Tenant Termination Notice (but in no event later than the Closing Date), Purchaser shall notify Seller in writing of LessorPurchaser’s insurance claimselection to either (i) subject to the limitations of Section 7.2.1(4) and 7.2.2(9), terminate this Agreement, in which case the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) to acquire the Partnership Interests notwithstanding the Casualty Tenant Termination Event. In the event Lessor If (i) Purchaser elects to rebuild acquire the Premises, Partnership Interests notwithstanding the Premises shall be restored Casualty Tenant Termination Event or fails to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion terminate this Agreement with respect to the part Partnership Interests within such five (5) day period, or (ii) such Casualty does not give rise to a Casualty Tenant Termination Event, then Purchaser shall proceed to Closing, and as of Closing, (1) Seller shall provide written confirmation that any resulting insurance proceeds (including any rent loss insurance and rent abatement insurance applicable to any period beginning with the Closing Date) due the Subsidiary or an affiliate of Seller as a result of such Casualty will be available after Closing to the Subsidiary to effectuate the needed repairs, (2) the Subsidiary shall maintain full responsibility for all needed repairs (subject to the terms of the Premises which are untenantable. Notwithstanding Lease with respect to any rights of Northrop), and (3) Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies to the foregoing, if such damage or destruction resulted from or was contributed to extent not payable by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the WorkletterNorthrop. Notwithstanding anything contained herein to the contrary contained in this Articlecontrary, Lessor if a Casualty shall only be obligated occur to restore or rebuild the Premises to Property and, as a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Leaseresult of such Casualty, the Rentlender providing the Fixed Rate Loan or the Floating Rate Loan will not close the Fixed Rate Loan or the Floating Rate Loan, Additional Rent as applicable, with respect to such Property, then, subject to the limitations of Sections 7.2.1(4) and Lxxxxx’s pro rata share of Operating Costs 7.2.2(9), this Agreement shall be paid to and adjusted as of automatically terminate, in which case the date of such casualty, the Term of this Lease parties hereto shall then expire and this Lease shall be of have no further force right or effect. Thereafterobligations hereunder, Lessor shall be entitled to sole possession of except for rights and obligations which, by their terms, survive the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantabletermination hereof.

Casualty. In Subject to the terms and provisions of Section 8.23, in the event of any damage or destruction to any portion of the Premises are damaged or destroyed Property by reason of fire or other casualtyhazard or casualty (a "Casualty") or Condemnation, Lessee the Seller shall provide immediate written notice thereof to the Buyer and, unless the Seller determines, in good faith within one hundred twenty (120) days thereafter, that it is economically unfeasible to rebuild the Facility, the Seller shall proceed with reasonable diligence, in full compliance with all applicable Legal Requirements and any applicable Lease Documents or Future Financing Documents, to perform such repairs, replacement and reconstruction work (the "Repairs") to restore such portion of the Property to substantially the same condition that it was in immediately prior to such damage or destruction and to a condition adequate to operate the applicable Facility for its Primary Intended Use and in compliance with all Legal Requirements. If the Seller so determines that it is economically unfeasible to rebuild the Facility, (a) the Seller shall so notify Lessor immediatelythe Buyer in writing (which notice shall provide the Buyer with the basis upon which the Seller has made such determination), (b) the Seller shall return to the Buyer the applicable Additional Option Payment, if any, previously paid by the Buyer with respect to such Facility, unless (i) only one other Facility then remains the subject of this Agreement, in which event the Seller shall return such Additional Option Payment plus one-half (1/2) of the Initial Option Payment to the Buyer or (ii) there is no other Facility which remains the subject of this Agreement, in which event the remaining portion of the Total Option Payment that has not previously been applied to any Facility Purchase Price paid hereunder shall be refunded to the Buyer, and (c) the applicable Facility shall be excluded from this Agreement, whereupon the Buyer and the Seller shall have no further rights and/or obligations hereunder with regard to such Facility, except that if the Seller acquires (from the applicable Landlord) fee title to that portion of the Real Property with respect to which the Casualty or Condemnation occurred as a consequence of the Seller's determination that it is economically unfeasible to rebuild such Facility and does not rebuild the Facility, but subsequently determines to build a new assisted living or independent living facility on such portion of the Real Property (the "Undeveloped Site"), (i) notwithstanding anything to the contrary set forth herein, the Undeveloped Site shall continue to be subject to the terms of this Agreement until (x) the Termination Date, if the Seller has made its determination that it is economically unfeasible to rebuild such Facility prior to December 31, 2000 or (y) December 31, 2004, if the Seller has made its determination that it is economically unfeasible to rebuild such Facility at anytime thereafter prior to January 1, 2003 and (ii) such Undeveloped Site shall be treated the same hereunder as any portion of the Property that does not constitute the Approved Property. In the event that any Casualty or Condemnation involves any structural damage to any Facility that the Premises are rendered untenantable by fire or other casualtySeller is required hereunder to repair, Lessor the Seller shall have furnish to the option Buyer complete plans and specifications for the Repairs for the Buyer's approval, in each instance, which approval shall not be unreasonably withheld. Such plans and specifications shall provide for Repairs of terminating this Lease or rebuilding such nature, quality and extent, that, upon the Premises and/or Buildingcompletion thereof, and in such event written notice of the election by Lessor applicable Facility shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored at least equal in value and general utility to its former condition within a reasonable time, during which time Rent value and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days general utility prior to the Premises being repaired Casualty or Condemnation. The Seller shall furnish to the Buyer copies of all Permits and made tenantableContracts required by all applicable Legal Requirements in connection with the commencement and conduct of the Repairs. Without limiting any other provision set forth herein, the Seller shall perform the Repairs in good and workmanlike fashion and in good faith in accordance with the plans and specifications approved by the Buyer, the Permits and Contracts referred to above, the requirements of any applicable Lease Documents or Future Financing Documents and all applicable Legal Requirements.

Casualty. In If, prior to the event Closing Date, the Premises are Real Property and the improvements thereon shall be destroyed or damaged or destroyed in an amount in excess of the Material Damage Amount (as hereinbelow defined), by fire or other casualty, Lessee shall notify Lessor immediately. In or if the event premises of any tenant of the Premises Building are rendered untenantable by damaged as a result of fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in casualty to such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored extent that such tenant is entitled pursuant to its former condition within Lease to terminate its Lease and does so as a reasonable time, during which time Rent and Lxxxxx’s pro rata share result of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agentscasualty loss, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct either Seller or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee Purchaser shall have the option to terminate this Lease Agreement by written notice to Lessor at any time thereafter. but at least thirty the other party within ten (30)-days prior 10) days after such party has received notice of the casualty, in which event all documents shall be returned to the Premises being repaired respective parties, and the Deposit shall be promptly returned to Purchaser, and thereupon, this Agreement shall terminate, and neither party shall have any further rights or obligations hereunder except any Surviving Obligations. Seller agrees to give Purchaser notice of any fire or other casualty within forty-eight (48) hours after learning of any such event. The failure of either party to give such notice of termination within the aforesaid ten (10) day period shall be conclusive evidence that such party has waived such option to terminate. In the event of fire or other casualty causing damage (a) in an amount less than the Material Damage Amount, or (b) in an amount more than the Material Damage Amount or if a tenant of the Building terminates its Lease as a result of such casualty loss, but with respect to which either party has not elected to terminate this Agreement as aforesaid, then, provided Purchaser has waived all conditions precedent to Purchaser's obligation to perform hereunder, Purchaser shall have the right to control the adjustment and settlement of any insurance claim relating to said damage, and upon the Closing Date Seller shall assign to Purchaser the interest of Seller in and to any insurance proceeds with respect to said damage. In such event, Seller will also credit against the Base Purchase Price the amount of any deductible on Seller's casualty and insurance policies covering said damage. For the purposes hereof, the term "Material Damage Amount" shall mean damage, the repair cost of which is reasonably estimated by Seller to be in excess of an amount of money equivalent to two and one-half percent (2.5%) of the Base Purchase Price. If the Closing Date is less than ten (10) days following the last day on which either party is entitled to elect to terminate this Agreement, then the Initial Closing shall be delayed until such election is made tenantableor deemed to have been made.

Casualty. In the event that the Premises are Property or any part thereof, shall be damaged or destroyed by fire or any other casualtycasualty (“Casualty”) prior to the Closing Date, Lessee Closing on the Property shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualtyoccur, Lessor and Seller shall have no liability whatsoever on account thereof and Seller shall be entitled to retain any and all insurance monies and claims received and/or accrued to Seller on account thereof; provided, however, if any Casualty is of a nature that it causes a Material Casualty Loss to the option of terminating this Lease or rebuilding land portion the Premises and/or BuildingSale Property, and in Seller is unable or unwilling to restore the land to substantially the condition that exists prior to such event written notice Casualty, then Purchaser may (a) terminate this Agreement, or (b) complete the transactions contemplated by this Agreement notwithstanding such Casualty and without any offset of the election by Lessor Purchase Price. If Purchaser elects to complete the transactions contemplated hereby, Purchaser shall be given accept the Property in the condition in which it is left following such Casualty. Subject to Lessee not later than thirty (30) days after settlement the rights of any of LessorSeller’s insurance claims. In lenders, in the event Lessor elects that insurance proceeds are payable in connection with losses suffered to rebuild the Premisesland portion of the Sale Property by a Casualty, then a portion of such proceeds, in an amount up to the Premises loss or detriment suffered to land of the Sale Property, shall be restored (i) credited to its former condition within a reasonable timePurchaser at the Closing to the extent actually received by Seller prior thereto, during which time Rent or (ii) paid to Purchaser after the Closing to the extent actually received by Seller thereafter, but in each case, only with respect to the land of the Sale Property, and Lxxxxx’s pro rata share not any Retained Lots or Improvements on the Sale Property. To the extent that insurance proceeds paid with respect to such Casualty pertain to losses and damage suffered to the land of Operating Costs the Sale Property, Improvements on the Sale Property, and/or the Retained Lots, then the proceeds shall be abated allocated on a proportionate basis in proportion the same ratio of proceeds received as compared to the part of the Premises which are untenantabletotal losses suffered to Seller’s Overall Property. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor If Purchaser elects to terminate this LeaseAgreement, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by upon written notice to Lessor at Seller and without further action of the parties, this Agreement shall be terminated, the Initial Non-Refundable Portion shall be delivered to Seller together with the Initial Adjournment Deposit and Second Adjournment Deposit, if any, and the balance of the Deposit shall be returned to Purchaser, and no party shall have any time thereafter. but at least thirty (30)-days prior to further rights or obligations under this Agreement except for the Premises being repaired and made tenantableSurviving Obligations.

Casualty. In A. If any of the event the Premises are Properties shall be damaged or destroyed in whole or in part by fire or other casualtycasualty (a “Casualty”), Lessee Borrower shall notify Lessor immediatelygive Lender prompt written notice thereof. In Subject to the event rights of each of the Premises are rendered untenantable by fire or other casualtySenior Lenders under the Senior Loan Documents, Lessor Lender shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and in such event written notice all of the election by Lessor shall be given rights granted to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claimsthe Senior Lenders under any of the Senior Loan Documents with respect to a Casualty. In Borrower shall cause each of the event Lessor elects Property Owners to rebuild promptly commence and diligently prosecute the Premisescompletion of the repair, replacement, rebuilding and restoration of the Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion subject Property or Properties as nearly as possible to the part condition said Property or Properties were in immediately prior to such Casualty, in the manner approved by the applicable Senior Lender with such alterations (if any) as may be approved by the applicable Senior Lender and, if the Senior Loan on the applicable Property or Properties has been paid in full, Lender (the “Restoration”) and otherwise in accordance with the provisions of the Premises which are untenantable. Notwithstanding the foregoingSenior Loan Documents and, if the applicable Senior Loan has been paid in full, this Section. Borrower and/or the respective Property Owner shall pay all costs of such damage Restoration whether or destruction resulted from not such costs are covered by insurance or was contributed whether Borrower or said Property Owner is entitled to use the proceeds of such insurance for the Restoration pursuant to the Mezzanine Loan Documents or the Senior Loan Documents. Lender agrees that, so long as the Senior Loan applicable to the Property or Properties affected by the actsuch Casualty has not been paid in full, omission, fault or neglect of LesseeBorrower’s satisfying, or Lessee’s employeescausing to be satisfied, invitees or agents, then there all of the provisions of the Senior Loan Documents applicable to such Casualty shall be no abatement satisfy its obligations under this Subsection 7.1(A) provided that Lender has been able to exercise all of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises rights pursuant to a building standard condition, and nothing herein shall be construed Casualty granted to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession Senior Lenders in any of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableSenior Loan Documents.

Casualty. In the event the Premises are If an Individual Property shall be damaged or destroyed destroyed, in whole or in part, by fire or other casualtycasualty (a “Casualty”), Lessee Borrower shall notify Lessor immediatelygive prompt notice of such damage to Lender and shall cause the applicable Mortgage Loan Borrower or Maryland Owner to promptly commence and diligently prosecute the Restoration of the related Individual Property in accordance with (a) in the case of Xxxxx Fargo Mortgage Loan Property, Section 8.4, Section 8.4 of the Mezzanine 1 Loan Agreement and Section 8.4 of the Xxxxx Fargo Mortgage Loan Agreement, whether or not Mezzanine 1 Lender, Mortgage Loan Lender or Lender makes any Net Proceeds available pursuant to Section 8.4, Section 8.4 of the Mezzanine 1 Loan Agreement or Section 8.4 of the Xxxxx Fargo Mortgage Loan Agreement, as applicable, and (b) in the case of CIGNA Mortgage Loan Property, the restoration provisions of the CIGNA Mortgage Loan Documents. In Borrower shall cause the event applicable Mortgage Loan Borrower or Maryland Owner to pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower, subject to the Premises are rendered untenantable by fire rights and obligations of (i) Mortgage Loan Lender and Mortgage Loan Borrower or other casualtyMaryland Owner under the related Mortgage Loan Documents and (ii) Mezzanine 1 Lender and Mezzanine 1 Borrower under the related Mezzanine 1 Loan Documents. Borrower and, Lessor to the extent required under the applicable Management Agreement, the Manager shall cause the applicable Mortgage Loan Borrower or Maryland Owner to adjust all claims for Insurance Proceeds in consultation with, and approval of, Mortgage Loan Lender; provided, however, if the Mortgage Loan and Mezzanine 1 Loan have been satisfied, Borrower shall cause Mortgage Loan Borrower and Maryland Owner to adjust all claims for Insurance Proceeds in consultation with, and approval of, Lender and if an Event of Default has occurred and is continuing after the Mortgage Loan and Mezzanine 1 Loan has been satisfied, Lender shall have the option of terminating this Lease or rebuilding the Premises and/or Building, exclusive right (as between Borrower and in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor’s insurance claims. In the event Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition within a reasonable time, during which time Rent Lender and Lxxxxx’s pro rata share of Operating Costs shall be abated in proportion subject to the part rights of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed Mortgage Loan Lender and Mezzanine 1 Lender) to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there shall be no abatement of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are designated participate in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed to obligate Lessor under any circumstances to repair or restore improvements made by Lessee or specially constructed by Lessor adjustment of all claims for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableInsurance Proceeds.

Casualty. In If a material part of any of (i) the event the Premises are damaged Improvements, or (ii) -------- any means of ingress thereto or egress therefrom, is destroyed by fire fire, water or other casualtycasualty ("material" herein deemed to be any destruction greater than -------- "immaterial" as defined below), Lessee then Contributor shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor Partnership of ----------- such fact and Partnership shall have the option of terminating to terminate this Lease or rebuilding the Premises and/or Building, and in such event written Agreement upon notice of the election by Lessor shall be to Contributor given to Lessee not later than thirty (30) days after settlement receipt of Contributor's notice and the provisions of this Section shall apply; provided, -------- however, that any such casualty shall result in a material adverse affect on the ------- use, occupancy, or value of Lessor’s the Property. If Partnership shall decide not to terminate this Agreement, then at Closing Contributor shall assign all insurance claimsproceeds relating to such casualty to Partnership plus any deductible, but less any sums necessary to reimburse it for expenses reasonably incurred to collect such proceeds or perform repairs, and Partnership shall proceed to Closing in accordance with the terms hereof. In the event Lessor elects that there is damage to rebuild or destruction of an immaterial part of any Improvements, means of ingress or egress or the PremisesTangible Personal Property by fire, water or other casualty, at the Premises election of Contributor either (x) the damage shall be restored to its former condition within a reasonable time, during which time Rent repaired by Contributor and Lxxxxx’s pro rata share of Operating Costs the Closing Date shall be abated adjourned at Contributor's request for one or more specified periods, not exceeding one hundred twenty (120) days in proportion the aggregate, in order to permit Contributor to make such repairs, or (y) at the Closing, Contributor shall assign all insurance proceeds relating to such casualty to Partnership, plus the deductible amount (less any sums necessary to reimburse it for expenses reasonably incurred to collect such proceeds or to perform necessary repair work), and Partnership shall proceed to Closing in accordance with the terms hereof. If Contributor elected the option under clause (x), and if such repairs are not completed within said one hundred twenty (120) day period, Partnership may elect: (1) to postpone the Closing Date for one or more further periods until such repairs are completed, or (2) to close notwithstanding that such repairs have not been completed, and Contributor shall assign to Partnership all insurance proceeds relating to such casualty plus any deductible, less any sums necessary to reimburse it for expenses reasonably incurred to collect such proceeds or perform such work. An "immaterial" part of ---------- any of the Premises which are untenantable. Notwithstanding the foregoingImprovements, if such damage means of ingress or destruction resulted from egress or was contributed to by the act, omission, fault or neglect of Lessee, or Lessee’s employees, invitees or agents, then there Tangible Personal Property shall be no abatement deemed to have been damaged or destroyed if the total cost of Rent and Lxxxxx’s pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct repair or install improvements as are designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein replacement shall be construed to obligate Lessor under any circumstances to repair the Threshold Amount or restore improvements made by Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to terminate this Leaseless, the Rent, Additional Rent as long as ingress and Lxxxxx’s pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or effect. Thereafter, Lessor shall be entitled to sole possession of the Premises. In the event the Premises are not repaired and tenantable within 150 days after the damage or casualty, Lessee shall have the option to terminate this Lease by written notice to Lessor at any time thereafter. but at least thirty (30)-days prior to the Premises being repaired and made tenantableegress is nonetheless possible.