Common use of Casualty Clause in Contracts

Casualty. Risk of loss to the Property from fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreement.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further rights or obligations hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance policy covering proceeds relating to the Property period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (or portions thereofi) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; Seller’s deductible under its insurance policy, and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the self storage facilities comprising the Property (herein, the “Casualty Property”) suffers any damage in an amount equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage casualty, Purchaser may either at or destruction prior to Closing (a) terminate this Agreement with respect to the Property or any portion thereofCasualty Property, Seller and Buyer in which event the parties shall proceed to close under this Agreement Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Casualty Property, as set forth on Schedule “C” attached hereto, and Buyer will receive (and Seller will assign c) neither party shall have any further right or obligation hereunder with respect to Buyer at the ClosingCasualty Property, other than the Surviving Obligations relating thereto, or (b) consummate the Closing with respect to all of the Property, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due , shall be assigned by Seller as a result of such damage or destruction to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If any of the self storage facilities comprising the Property suffers any damage in an amount less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser agrees that it will consummate the Closing with respect to such self storage facility and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss If prior to the Property from fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage or destruction to the Property Settlement all or any portion thereofof the Property is destroyed or damaged and the 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 and Buyer or Purchaser shall proceed have the right, at such party’s option, to close under terminate this Agreement and Buyer will receive by giving written notice to the other within ten (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive10) any insurance proceeds (including any rent loss insurance applicable to any period on and days after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such losscasualty, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, whereupon the Deposit shall be returned to Buyer Purchaser (provided Purchaser is not otherwise in default hereunder) and the parties neither party shall have no 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 recourse against each other except for provisions that expressly survive termination of 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 casualty insurance proceeds relating to such damage, or (b) credit Purchaser at Settlement in the amount of such insurance proceeds (subject to adjustment as provided below); provided that Seller shall not be responsible for any deductibles or other losses not covered by such proceeds and there shall be no credit or adjustment of the Purchase Price. Notwithstanding the foregoing, Seller shall be entitled to, but not obligated, to make such repair and restoration (or commence such repair and restoration) prior to Settlement, in which event Seller shall be entitled to 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 cost of such repair and restoration incurred by Seller. 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 or occurrence involving Hazardous Substances or other environmental matters or similar events or occurrences.

Casualty. Risk (a) If, at any time after the Effective Date and prior to Closing or earlier termination of loss to the Property from fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage or destruction to this Agreement, the Property or any portion thereofthereof are destroyed or damaged by fire or any other casualty (a “Casualty”), Seller and Buyer shall proceed give written notice of each such Casualty to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and Purchaser promptly after the Closing Date) due Seller as a result occurrence of such Casualty, and, if the cost to repair the damage resulting from such Casualty would equal or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two exceed One Hundred Thousand and No/100 Dollars ($200,000.00100,000.00) or less; and (ii) which can be restored and repaired within 120 days from such Casualty would otherwise materially impair the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair value of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such lossProperty, Seller being under no obligation to do so, Buyer Purchaser shall have the right to elect, by providing written notice to Seller within thirty (30) days after Purchaser's receipt of written notice of such Casualty, to (i) terminate this Agreement in its entirety, or (ii) proceed to Closing, without terminating this Agreement, in which case Seller shall (A) provide Purchaser with a credit against the Deposit Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible plus any uninsured amount of the repair or restoration cost, and (z) the reasonable estimated costs for the repair or restoration of the Property required by such Casualty, and (B) transfer and assign to Purchaser 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 with respect the Property (except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by any Seller for the period prior to the Closing) to the extent assignable, and if 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 which is five (5) Business Days after the expiration of such thirty (30) day election period. (b) Notwithstanding anything to the contrary contained herein, if at any time after the Effective Date and prior to Closing, a Casualty occurs with respect to any building fully or partially occupied by any Permitted Tenant, Seller shall promptly notify Purchaser in writing of such Casualty and shall comply with the casualty provisions of the Lease of such Permitted Tenant. If such Lease may be terminated as a result of the Casualty, then Seller shall, concurrently with Seller's notice of Casualty, notify Purchaser of such right to terminate such Lease and Purchaser shall have the right to elect, by providing written notice to Seller within the timeframes allowed under the Lease, to cause Seller to (i) terminate the Lease in its entirety; or (ii) to comply with the terms of the Lease with respect to the Casualty. In the event the Lease is not terminated and under the terms of the Lease Seller is to make repairs to the premises demised by such Lease, Purchaser shall have the right to delay Closing until such repairs are completed, and the Closing shall be returned conditioned upon written confirmation from such Permitted Tenant (including delivery from such Permitted Tenant to Buyer Purchaser of an estoppel certificate, in form acceptable to Purchaser) that such repairs were satisfactorily completed and such Lease are in full force and effect. Seller shall indemnify and defend, at its sole cost and expense, Purchaser, its successors and assigns, for any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) actually incurred of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising out of any repairs performed after the parties shall have no further obligations Effective Date and prior to or recourse against each other except for Closing under any casualty provisions that expressly survive termination of this Agreementany Leases.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If prior to the Closing the Property suffers any damage equal to or in excess of Three Hundred Thousand and no/100 Dollars ($300,000.00), as estimated by General Contractor, from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If prior to the Closing the Property suffers any damage less than Three Hundred Thousand and repaired within 120 days from no/100 Dollars ($300,000.00), as estimated by General Contractor, prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the properties comprising the Property suffers any damage equal to or in excess of One Hundred Thousand and no/100 Dollars ($100,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne by refunded to Purchaser, without the consent or joinder of Seller until being required, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies 's right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller's deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If any of the properties comprising the Property suffers any damage less than One Hundred Thousand and repaired within 120 days from no/100 Dollars ($100,000.00) prior to the date Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller's deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss up to and including the Property from fire or other casualty Closing Date shall be borne by Seller until the ClosingSeller. In the event of any minor immaterial damage or destruction to the Property or any portion thereof, Seller and Buyer Purchaser shall proceed to close under this Agreement Agreement, and Buyer Purchaser will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor immaterial damage or destruction” shall mean such destruction instances of damage or destruction destruction: (i) which can be repaired or restored at a cost of Two Hundred Ten Thousand and No/100 Dollars ($200,000.0010,000.00) or less; and (ii) which can be restored and repaired within 120 sixty (60) days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance d policy covering the Property (or portions thereof) are assignable to Buyer Purchaser and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor any material damage or destruction and to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller under any provision given within the earlier of this Agreement twenty (20) days after Purchaser is unable or refuses to credit to Buyer the amount notified by Seller of such lossdamage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller being under no obligation of such damage or destruction (and if necessary the Closing Date shall be extended to do so, Buyer shall have give Purchaser the right full 10-day period to make such election): (i) terminate this Agreement, whereupon Escrow Agent shall immediately return the Deposit Xxxxxxx Money to Purchaser, or (ii) proceed to close insurance policies to receive) any insurance proceeds due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If Purchaser fails to deliver to Seller notice of its election within the period set forth above, Purchaser will conclusively be returned deemed to Buyer and have elected to proceed with the parties shall have no further obligations to Closing as provided in clause (ii) of the preceding sentence. If Purchaser elects clause (ii) above, Seller will cooperate with material damage or recourse against each other except for provisions destruction destruction that expressly survive termination of this Agreementare not immaterial, as defined herein.

Casualty. Risk of loss (a) Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Five Hundred Thousand Dollars (CDN $500,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing: (a) terminate this Agreement, in which event, the Downpayment shall be borne by Seller until the Closing. In the event of any minor damage or destruction refunded to the Property Purchaser forthwith, without deduction, and without the consent or joinder of Seller being required and notwithstanding any portion thereofcontrary instructions which might be provided by Seller, and neither Seller and Buyer nor Purchaser shall proceed to close have any further right or obligation under this Agreement and Buyer will receive (and Seller will assign to Buyer at other those obligations which expressly survive the Closing, or (b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after Closing Date, shall be assigned to the Purchaser at the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductiblein an amount equal to the sum of (x) Seller’s deductible under its insurance policy, and (y) the amount of the uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, underinsured loss. (b) If the term “minor Property suffers any damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two less than Five Hundred Thousand and No/100 Dollars (CDN $200,000.00500,000.00) prior to the Closing from fire or less; other casualty, Purchaser agrees that it will consummate the Closing and (ii) which can be restored accept an assignment of the proceeds of any insurance covering such damage, including any and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its all rent loss insurance policy covering proceeds relating to the Property period from an after the Closing Date (or portions thereofplus receive a credit against Purchase Price in an amount equal to the sum of: (x) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; Seller’s deductible under its insurance policy, and (ivy) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such the uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss (a) If, at or prior to Closing, any damage, destruction or casualty shall have occurred as to which a tenant (i) has the responsibility to repair and restore the Property from fire under its respective Lease and (ii) has no right of rent abatement or other casualty shall be borne by Seller until the Closing. In the event of any minor damage offset, in full or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller in part as a result of such damage or destruction and assume responsibility for such repaircasualty, and Buyer the parties shall receive a credit at proceed to Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes in accordance with the terms of this AgreementAgreement without any reduction in the Purchase Price. (i) If, at or prior to Closing, any other damage, destruction or casualty, of any Property, occurs, which damage, destruction or casualty creates loss valued at ten (10%) percent or less of the term “minor damage or destruction” Purchase Price, then this Agreement shall mean continue in full force and effect and the Seller shall give written notice of such instances event to Buyer (which notice will include a description of the nature, extent and estimated amount of damage or destruction loss suffered by the Property in connection with such casualty), in which event the parties shall proceed to Closing in accordance with the terms of this Agreement without any reduction in the Purchase Price, and the Seller shall (iA) which can assign to Buyer at Closing all of its rights to and interest in all proceeds of casualty insurance and business interruption and rent loss insurance relating to the period from and after the date of Closing payable on account of such casualty, (B) pay to Buyer at Closing an amount equal to the full amount of the deductible applicable under such insurance policies, by way of a credit against the Purchase Price equal to the deductible unless tenants are responsible for the deductible in CAM. The Seller shall cooperate reasonably with Buyer before and after Closing to file and process an insurance claim for all insured loss arising out of such casualty. The Seller shall not settle or adjust any such insurance claim without Buyer’s prior written consent. Seller shall have no obligation to repair or restore any Property other than necessary measures as may be repaired necessary to secure any such Property from natural elements, vandalism or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and further deterioration. (ii) If, at or prior to Closing, any other damage, destruction or casualty, of any Property, occurs which can be restored damage, destruction or casualty creates a loss valued in excess of ten (10%) percent of the Purchase Price allocated to such Property, then the Seller shall notify Buyer in writing (hereinafter referred to as a “Seller Casualty Notice”), which Seller Casualty Notice will include a description of the nature, extent and repaired within 120 days from the date estimated amount of such damage or destruction; and loss suffered by the affected Property in connection with such casualty. Within ten (iii10) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair days after receipt of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do soCasualty Notice, Buyer shall have notify the right applicable Seller, in writing, as to whether (A) Buyer will elect to proceed to Closing or (B) Buyer will elect to terminate this Agreement. If Buyer does not make such written election within the time period specified above, Buyer will be deemed to have made the Deposit election set forth in clause (A). (iii) If Buyer makes (or is deemed to have made) the election set forth clause (A) of Section 7.1(b)(ii) above, then this Agreement shall be returned to Buyer continue in full force and effect and the parties shall proceed to Closing in accordance with the terms of this Agreement without any reduction in the Purchase Price, and the Seller shall (A) assign to Buyer at Closing all of its rights to and interest in all proceeds of casualty insurance and business interruption and rent loss insurance relating to the period from and after the date of Closing payable on account of such casualty and (B) pay to Buyer at Closing an amount equal to the full amount of the deductible applicable under such insurance policies, by way of a credit against the Purchase Price equal to the deductible. The Seller shall cooperate reasonably with Buyer before and after Closing to file and process an insurance claim for all insured loss arising out of such casualty. The Seller shall not settle or adjust any such insurance claim without Buyer’s prior written consent. The Seller shall have no obligation to repair or restore any Property other than necessary measures as may be necessary to secure any such Property from natural elements, vandalism or further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementdeterioration.

Casualty. Risk Except as provided in SECTIONS 4.2 and 5.1 of loss this Agreement, Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage in excess of $250,000.00 prior to the Closing from fire or other casualty, which Seller, at its sole option, does not elect to repair, or if as a direct result of the fire or other casualty event Safeway or Party City has an immediate right to terminate its Lease, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser (subject to Purchaser's delivery of the Reports as required by Seller until SECTION 3.1 of this Agreement), and neither party shall have any further right or obligation hereunder other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies 's right, title and interest in and to receive) the proceeds of any insurance proceeds covering such damage (including any rent loss insurance applicable less an amount equal to any expenses and costs incurred by Seller to repair or restore 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 on prior to and after including the Closing Date) due Seller as a result , all of such damage or destruction and assume responsibility for such repairwhich shall be payable to Seller), and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, to the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer extent the amount of such lossinsurance does not exceed the Purchase Price, Seller being under no obligation shall be assigned to do soPurchaser at the Closing. If the Property, Buyer shall have or any part thereof, suffers any damage less than $250,000.00 prior to the Closing, and such damage does not give Safeway or Party City the right to terminate this Agreementits Lease, Purchaser agrees that it will consummate the Deposit Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy and there shall be returned to Buyer and no reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss If any "major" damage to the Property 2101 Kennedy Building occurs prior xx xxx exercise of the option granted herein, Buyer shall elect within thirty (30) days of notice from fire Owner as to the amount of insurance proceeds to be received by Owner whether Buyer (i) wishes to terminate its rights under this Option Agreement, or other (ii) wishes to then exercise its option and close pursuant to the Exhibit B Purchase Agreement (without regard to the provisions therein as to casualty and damage) with a credit against the Purchase Price equal to the actual insurance proceeds received by Owner but in no event shall such credit exceed the excess of the Purchase Price over one-half of the cash portion of the Option Fee. If any "minor" damage to the 2101 Kennedy Building occurs prior xx xxx exercise of the option granted herein, Owner must use the available insurance proceeds to restore such building unless within thirty (30) days of notice from Owner as to the amount of insurance proceeds to be borne received by Seller until Owner, Buyer elects to exercise its option and close pursuant to the ClosingExhibit B Purchase Agreement (without regard to the provisions therein as to casualty and damage) with Buyer receiving a credit against the Purchase Price equal to the actual insurance proceeds received by Owner but in no event shall such credit exceed the excess of the Purchase Price over one-half of the cash portion of the Option Fee. In If any damage occurs to the 659 Cleveland Building prior tx Xxxxx'x xxxxxxxx xx its option herein granted, Owner can solely elect whether to restore such building or in the event Buyer exercises its option to give a credit to Buyer against the Purchase Price of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any applicable insurance proceeds (including any rent loss insurance applicable to any period on and after received by Owner but in no event shall such credit exceed the Closing Date) due Seller as a result excess of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policiesthe Purchase Price over one-half of the cash portion of the Option Fee. For purposes of this Agreementparagraph 11, a "major" damage is defined as damage more than 25% of the term “minor value of the 2101 Kennedy Building and a "minor" xxxxxx is defined as damage to such building in an amount less than or destruction” shall mean such instances equal to twenty- five percent (25%) of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date value of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementbuilding.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may on or before 30 days after Purchaser’s receipt of notice thereof either (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further right or obligation hereunder, other than the Surviving Obligations (provided, however, that Purchaser shall not be entitled to terminate this Agreement or obtain a refund of the Xxxxxxx Money if, within 15 days of the date the Property is damaged, Seller until shall be able to demonstrate reasonably to Purchaser that Seller can repair such damage and proceed with construction of the Closing. In Improvements so that Completion of the event of any minor damage or destruction Work occurs prior to the Property Outside Completion Date, or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can the amount of any uninsured or underinsured loss, and there shall be restored no other reduction in the Purchase Price. If the Property suffers any damage less than Two Hundred Fifty Thousand and repaired within 120 days from no/100 Dollars ($250,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk Except as provided in Sections 5 of loss this Agreement, Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage in excess of the Casualty Amount, or any damage not compensible under Seller's insurance coverages, prior to the Closing from fire or other casualty casualty, which Seller, at its sole option, does not elect to repair, Purchaser may either at or prior to Closing (a) terminate this Agreement in which event the Termination Option Payment (or so much thereof as has been paid by Purchaser) shall be borne returned to Purchaser, or (b) consummate the Closing, in which latter event all of Seller's right, title and interest in and to the proceeds of any insurance covering such damage (less an amount equal to any expenses and costs incurred by Seller until to repair or restore the Closing. In Property and any portion of such proceeds paid or to be paid on account of the event loss of any minor damage rents or destruction other income from the Property for the period prior to and including the Closing Date, all of which shall be payable to Seller), to the Property or any portion thereofextent the amount of such insurance does not exceed the Purchase Price, Seller and Buyer shall proceed be assigned to close under this Agreement and Buyer will receive (and Seller will assign to Buyer Purchaser at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer Purchaser shall receive a credit at Closing against the Purchase Price for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of the deductible applicable to Seller's insurance claim. If the Property, or any part thereof, suffers any damage less than the Casualty Amount prior to the Closing which is compensible under Seller's insurance coverages, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such loss, Seller being damage plus an amount equal to Seller's deductible under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit its insurance policy and there shall be returned to Buyer and no reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Except as otherwise provided in this Agreement, Seller assumes all risks for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If before the Closing, the Property, or any part thereof, suffers any damage from fire or other casualty which in Seller’s reasonable estimate will require in excess of $750,000 to repair and restore, Seller will notify Purchaser of such fact (the “Seller’s Casualty Notice”), and Purchaser may terminate this Agreement by notice to the other party given within ten (10) days following Seller’s Casualty Notice to Purchaser, in which case Purchaser shall be borne by Seller until entitled to the Closingreturn of the Deposit, and thereafter neither party shall have any rights or obligations under this Agreement, other than the Surviving Obligations . In If Purchaser does not terminate this Agreement, it shall remain in full force and effect, Purchaser agrees that it will consummate the event 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 minor damage or destruction to the Property or any portion thereofinsurance covering such damage, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any for the period on and after the Closing Date) due (less an amount equal to any expenses and costs incurred by Seller as a result to collect or adjust such insurance or to secure the Improvements or initiate repairs or restoration of the Property, and any portion of such damage proceeds paid or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured to be paid on account of the loss of rents or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days other income from the date of such damage or destruction; Property for the period prior to and including the Closing Date shall be payable to Seller (iii) in which Seller’s rights under its rent loss insurance policy covering collectively, “Seller Expenses”), to the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer extent the amount of such lossnet proceeds does not exceed the Purchase Price, plus an amount equal to Seller’s deductible under its insurance policy applicable to such casualty, and there shall be no reduction in the Purchase Price or obligation of Seller being under no obligation to do so, Buyer shall have complete restoration. If prior to the right to terminate this AgreementClosing, the Deposit Property, or any part thereof, suffers any such damage which will in Seller’s reasonable estimate require less than $750,000 to repair or restore, Purchaser agrees that it will consummate the Closing and accept the assignment of 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 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, and there shall be returned no reduction in the Purchase Price or obligation of Seller to Buyer complete restoration. Seller agrees that from and after the parties date hereof and until the Closing Seller shall have no further obligations carry all insurance coverage which it presently carries on the Property. Seller’s existing liability and property insurance pertaining to or recourse against each other except for provisions that expressly survive termination the Property shall be canceled as of this Agreementthe Closing Date, and Seller shall be entitled to receive any premium refund due thereon.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Fifty Thousand and no/100 Dollars ($50,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further rights or obligations hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Seller’s deductible under its insurance policy. If the Property suffers any damage less than Fifty Thousand and No/100 no/100 Dollars ($200,000.0050,000.00) or less; prior to the Closing, Purchaser will consummate the Closing and (ii) which can be restored accept the assignment of the proceeds of any insurance covering such damage, including any and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its all rent loss insurance policy covering proceeds relating to the Property period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (or portions thereofi) are assignable to Buyer Seller’s deductible under its insurance policy, and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk Except as provided in Sections 4.2 and 5.1 of loss this Agreement, Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage in excess of $1,000,000.00 prior to the Closing from fire or other casualty shall be borne by Seller until or if a tenant or tenants in the Closing. In aggregate occupying at least 50,000 square feet of space at the event of any minor damage or destruction Property terminate their Leases pursuant to the Property or any portion thereof, Seller terms and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller conditions thereof as a result of such damage fire or destruction and assume responsibility for such other casualty at the Property, which Seller, at its sole option, does not elect to repair, and Buyer shall receive a credit Purchaser may either at or prior to Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of (a) terminate this Agreement, in which event the term “minor Xxxxxxx Money shall be refunded to Purchaser (subject to Purchaser's delivery of the Reports to Seller), and neither party shall have any further right or obligation hereunder other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller's right, title and interest in and to the proceeds of any insurance covering such damage (less an amount equal to any expenses and costs incurred by Seller to repair or destruction” shall mean restore the Property and any portion of such instances proceeds paid or to be paid on account of damage the loss of rents or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days other income from the date Property for the period prior to and including the Closing Date, all of such damage or destruction; and (iii) in which shall be payable to Seller’s rights under its rent loss insurance policy covering ), to the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer extent the amount of such insurance does not exceed the Purchase Price, shall be assigned to Purchaser at the Closing. If the Property, or any part thereof, suffers any damage less than $1,000,000.00 prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy and an amount equal to the uninsured loss, Seller being under no obligation to do soif any, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the self storage facilities comprising the Property suffers any damage in an amount equal to or in DOCVARIABLE BABC_DocID excess of One Hundred Thousand and no/100 Dollars ($100,000.00) prior to the Closing from fire or other casualty casualty, Purchaser, within ten (10) days after receipt of written notice thereof from Seller, may either (a) terminate this Agreement as to all of the Property, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions that may be provided by Seller until Seller, and neither party shall have any further right or obligation hereunder, other than the Closing. In Surviving Obligations, or (b) consummate the Closing with respect to all of the Property, in which latter event all of Seller's right, title and interest in and to the proceeds of any minor damage or destruction to the Property or any portion thereofinsurance covering such damage, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall be assigned to Purchaser at the Closing, Purchaser shall receive a credit against the Purchase Price at Closing for in an amount equal to Seller's deductible under its insurance policy, and there shall be no reduction in the Purchase Price. If any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor self storage facilities comprising the Property suffers any damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two less than One Hundred Thousand and No/100 no/100 Dollars ($200,000.00100,000.00) or less; prior to the Closing, Purchaser will consummate the Closing and (ii) which can be restored accept the assignment of the proceeds of any insurance covering such damage, including any and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its all rent loss insurance policy covering proceeds relating to the Property (or portions thereof) are assignable period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to Buyer Seller's deductible under its insurance policy, and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit there shall be returned to Buyer and no reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss (a) If, at or prior to Closing, any damage, destruction or casualty shall have occurred as to which a tenant (i) has the responsibility to repair and restore the Property from fire under its respective Lease and (ii) has no right of rent abatement or other casualty shall be borne by Seller until the Closing. In the event of any minor damage offset, in full or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller in part as a result of such damage or destruction and assume responsibility for such repaircasualty, and Buyer the parties shall receive a credit at proceed to Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes in accordance with the terms of this AgreementAgreement without any reduction in the Contribution Value. (i) If, at or prior to Closing, any other damage, destruction or casualty, of any Property, occurs, which damage, destruction or casualty creates loss valued at ten (10%) percent or less of the term “minor damage or destruction” Contribution Value, then this Agreement shall mean continue in full force and effect and Xxxxxxx shall give written notice of such instances event to Inland (which notice will include a description of the nature, extent and estimated amount of damage or destruction loss suffered by the Property in connection with such casualty), in which event the parties shall proceed to Closing in accordance with the terms of this Agreement without any reduction in the Contribution Value, and Xxxxxxx shall (iA) which can assign to Inland at Closing all of its rights to and interest in all proceeds of casualty insurance and business interruption and rent loss insurance relating to the period from and after the date of Closing payable on account of such casualty, (B) pay to Inland at Closing an amount equal to the full amount of the deductible applicable under such insurance policies, by way of a credit against the Contribution Value equal to the deductible unless tenants are responsible for the deductible in CAM. Xxxxxxx shall cooperate reasonably with Inland before and after Closing to file and process an insurance claim for all insured loss arising out of such casualty. Xxxxxxx shall not settle or adjust any such insurance claim without Inland’s prior written consent. Xxxxxxx shall have no obligation to repair or restore any Property other than necessary measures as may be repaired necessary to secure any such Property from natural elements, vandalism or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and further deterioration. (ii) If, at or prior to Closing, any other damage, destruction or casualty, of the Property, occurs which can be restored damage, destruction or casualty creates a loss valued in excess of ten (10%) percent of the Contribution Value allocated to such Property, then Xxxxxxx shall notify Inland in writing (hereinafter referred to as a “Xxxxxxx Casualty Notice”), which Xxxxxxx Casualty Notice will include a description of the nature, extent and repaired within 120 days from the date estimated amount of such damage or destruction; and loss suffered by the affected Property in connection with such casualty. Within ten (iii10) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair days after receipt of the damage Xxxxxxx Casualty Notice, Inland shall notify Xxxxxxx, in writing, as to whether (A) Inland will elect to proceed to Closing or destruction; and (ivB) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right Inland will elect to terminate this Agreement. If Inland does not make such written election within the time period specified above, Inland will be deemed to have made the Deposit election set forth in clause (A). (iii) If Inland makes (or is deemed to have made) the election set forth clause (A) of Section 7.1(b)(ii) above, then this Agreement shall be returned to Buyer continue in full force and effect and the parties shall proceed to Closing in accordance with the terms of this Agreement without any reduction in the Contribution Value, and the Xxxxxxx shall (A) assign to Inland at Closing all of its rights to and interest in all proceeds of casualty insurance and business interruption and rent loss insurance relating to the period from and after the date of Closing payable on account of such casualty and (B) pay to Inland at Closing an amount equal to the full amount of the deductible applicable under such insurance policies, by way of a credit against the Contribution Value equal to the deductible. Xxxxxxx shall cooperate reasonably with Inland before and after Closing to file and process an insurance claim for all insured loss arising out of such casualty. Xxxxxxx shall not settle or adjust any such insurance claim without Inland’s prior written consent. The Xxxxxxx shall have no obligation to repair or restore any Property other than necessary measures as may be necessary to secure any such Property from natural elements, vandalism or further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementdeterioration.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further rights or obligations hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy, and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance policy covering proceeds relating to the Property period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (or portions thereofi) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; Seller’s deductible under its insurance policy, , and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of One Hundred Thousand and no/100 Dollars ($100,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne by refunded to Purchaser, without the consent or joinder of Seller until being required, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than One Hundred Thousand and repaired within 120 days from no/100 Dollars ($100,000.00) prior to the date Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage equal to or in excess of $100,000.00 prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne by Seller until refunded to Purchaser, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, Sellerin which latter event all of Company’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured against the Purchase Price in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Company’s deductible under its insurance policy and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured loss. If the Property, Seller being under no obligation or any part thereof, suffers any damage less than $100,000.00 prior to do sothe Closing, Buyer Purchaser shall have the right option of either (A) delaying Closing until Seller completes all repairs necessary to terminate restore the damaged Improvements to their condition prior to such damage but only if this Agreementcan be completed for a Closing prior to December 24, 2007, or (B) consummating the Deposit Closing and accepting the assignment of the proceeds of any insurance covering such damage (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Company’s deductible under its insurance policy and (ii) the amount of any uninsured loss) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss If prior to the Property from Closing, (a) all or a substantial part of the Project is damaged or destroyed by fire or other casualty whatsoever, and (b) the cost of repair for which is reasonably estimated by a qualified independent third party retained by Seller to be less than $500,000, Purchaser shall accept the Project in its then condition and proceed with the Closing without any abatement or reduction in the Purchase Price, in which event Purchaser shall be borne by Seller until the Closing. In the event entitled to (i) an assignment of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, all of Seller’s rights right, title and interest in and to any claims Seller may have under the insurance policies to receive) covering the Project and any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result payable by reason of such damage or destruction and assume responsibility for such repaircasualty, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from a credit against the date of such damage or destruction; and (iii) Purchase Price in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such lossSeller’s insurance deductible(s). If Purchaser is required to proceed under clause (b) above, Seller being under shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent. If the cost of repair is reasonably estimated to exceed $500,000, the Purchaser may terminate this Contract by delivering written notice of such termination to Seller and the Escrow Agent within ten (10) days after Purchaser receives notice of that the estimated cost of repair will exceed $500,000. If a portion of the Project is damaged by fire or other cause whatsoever, and Purchaser either has no obligation to do so, Buyer shall have the right to terminate this AgreementContract pursuant to Section 7.1, or Purchaser has elected, or is deemed to have elected, not to exercise such termination right, then this Contract shall continue in full force and effect, and Purchaser shall accept the Deposit Property in its then condition and proceed with the Closing, subject to the other provisions of this Contract, without any abatement or reduction in the Purchase Price. In such event, Purchaser shall be returned entitled to Buyer (x) an assignment of all of Seller’s right, title and interest in and to any claims Seller may have under the parties insurance policies covering the Project and any insurance proceeds payable by reason of such casualty, and (y) a credit against the Purchase Price in the amount of Seller’s insurance deductible(s), and Seller shall have no further obligations not compromise, settle or adjust any claims to or recourse against each other except for provisions that expressly survive termination of this Agreementsuch proceeds without Purchaser’s prior written consent.

Casualty. Risk of loss up to and including the Property from fire or other casualty Closing Date shall -------- be borne by Seller until the ClosingSeller. In the event of any minor immaterial damage or destruction to the Property or any portion thereof, Seller and Buyer Purchaser shall proceed to close under this Agreement Agreement, and Buyer Purchaser will receive (and Seller will assign to Buyer Purchaser at the Closing, Closing Seller’s 's rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor "immaterial damage or destruction” " shall mean such instances of damage or destruction -------------------------------- destruction: (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) 250,000.00 or less; and (ii) which can be restored and repaired within 120 sixty (60) days from the date of such damage or destruction; (iii) which are not so extensive as to allow any tenant leasing 5,000 rentable square feet or more at the Property to terminate its Lease on account of such damage or destruction; and (iiiiv) in which Seller’s 's rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer Purchaser and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor any material damage or destruction and to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller under any provision given within the earlier of this Agreement twenty (20) days after Purchaser is unable or refuses to credit to Buyer the amount notified by Seller of such lossdamage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller being under no obligation of such damage or destruction (and if necessary the Closing Date shall be extended to do so, Buyer shall have give Purchaser the right full 10-day period to make such election): (i) terminate this Agreement, whereupon Escrow Agent shall immediately return the Deposit Xxxxxxx Money to Purchaser, or (ii) proceed to close under this Agreement, receive (and Seller will assign to Purchaser at the Closing Seller's rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to the period on or after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If Purchaser fails to deliver to Seller notice of its election within the period set forth above, Purchaser will conclusively be returned deemed to Buyer and have elected to proceed with the parties shall have no further obligations Closing as provided in clause (ii) of the preceding sentence. If Purchaser elects clause (ii) above, Seller will cooperate with Purchaser after the Closing to or recourse against each other except for provisions that expressly survive termination assist Purchaser in obtaining the insurance proceeds from Seller's insurers. For purposes of this AgreementAgreement "material damage or destruction" shall mean all ------------------------------ instances of damage or destruction that are not immaterial, as defined herein.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of One Hundred Fifty Thousand and no/100 Dollars ($150,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further rights or obligations hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than One Hundred Fifty Thousand and repaired within 120 days from no/100 Dollars ($150,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance policy covering proceeds relating to the Property period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (or portions thereofi) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; Seller’s deductible under its insurance policy, and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Two Hundred Thousand and no/100 Dollars ($200,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may, within thirty (30) days of receipt of notice from Seller of such damage or injury (which notice Seller agrees to promptly provide), (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for in an amount equal to Seller’s deductible under its insurance policy and there shall be no other reduction in the Purchase Price. If the Property suffers any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of less than Two Hundred Thousand and No/100 no/100 Dollars ($200,000.00) or less; prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk Except for Purchaser’s liability for damage or injury arising under Paragraph 4.2 of loss this Agreement, Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty casualty, other than damage or injury for which Purchaser is expressly liable under this Agreement, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk If the Improvements, or any part thereof, suffers any damage equal to or in excess of loss $500,000 prior to the Property Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing, by written notice to Seller, elect to either (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne by Seller until delivered to Purchaser, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, Seller’s rights under insurance policies in which latter event (or in the event that Purchaser is not entitled to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller terminate as a result of such damage casualty under the following sentence) Purchaser shall receive at the Closing (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or destruction and assume responsibility for on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (x) an assignment of Seller's rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (or, if Seller’s insurer does not permit such repairpolicy and/or payments to be assigned to Purchaser, Seller agrees to remit to Purchaser any such payments received by Seller subsequent to the Closing Date within ten (10) business days after Seller’s receipt), (y) an assignment of Seller's rights to {10610630;2} 19 payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property, if any (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, Seller agrees to remit to Purchaser any such payments received by Seller subsequent to the Closing Date within ten (10) business days after Seller’s receipt), and Buyer shall receive (z) a credit against the cash balance of the Purchase Price payable at the Closing for any deductible, uninsured or coinsured in an amount under said equal to the aggregate amount of the deductibles with respect to all such insurance policies. For purposes If the Improvements, or any part thereof, suffers any damage less than $500,000 prior to the Closing, Purchaser agrees that it will consummate the Closing under the terms of this Agreement, . Seller shall provide prompt written notice to Purchaser of any fire or casualty at the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Property. Seller’s rights under its rent loss insurance policy covering obligations set forth in this Section 7.2 shall survive the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementClosing.

Casualty. Risk of loss If, prior to the Closing Date, all or any part of the Property from is damaged by fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage casualty, whether or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of not such damage or destruction and assume responsibility for such repair, and Buyer shall receive affects a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair material part of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such lossProperty, Seller being under no obligation to do so, Buyer neither party shall have the right to terminate this AgreementAgreement unless the Majority Seller's insurance adjuster determines that the damage is in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00), or one of the Deposit shall be returned tenants in the Property has the right to Buyer terminate or amend (in a manner which would have a material adverse effect on the lessor under the Lease) its lease as a result of the damage, 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 the Sellers by reason of -24- C/M: 11145.0007 465517.8 said destruction or damage. In such event, the Majority Seller on behalf of the Sellers shall cause the Partnership or the REIT to assign over to Buyer at Closing the claim for any casualty insurance proceeds on account of said physical damage or destruction. Buyer shall have no further obligations received copies of the insurance coverage and approved same and the Majority Seller covenants and agrees to cause the Partnership or recourse against each other except for provisions that expressly survive termination the REIT to maintain such insurance through the Closing. In the event the insurance claim is approved and the Majority Seller is obligated pursuant to the terms of this AgreementSection 5.7 to make insurance monies available to Buyer, the Majority Seller shall pay to Buyer any deductible amount under the insurance policy covering the Property together with any such insurance monies. Notwithstanding anything contained herein to the contrary, in the event that the Majority Seller's insurance adjuster determines that the damage is in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00), or any of the tenants in the Property has the right to terminate or amend (in a manner which would have a material adverse effect on the lessor under the lease) its Lease as a result of the damage, in lieu of the foregoing, each of Buyer and the Majority Seller (on behalf of the Sellers) shall have the right to terminate this Agreement prior to the Closing upon written notice to the other.

Casualty. Risk of loss If, prior to the Closing Date, all or any portion of the Real Property from and Improvements is destroyed or damaged by fire or other casualty casualty, Contributor shall be borne by Seller until the Closing. In the event of repair any minor damage or destruction to the Real Property or any portion thereofand retain all insurance proceeds related thereto, Seller and Buyer the Parties shall proceed to close under the Closing pursuant to the terms hereof and subject to the conditions for Closing set forth in this Agreement, without abatement of the Consideration. Notwithstanding the foregoing, if the casualty causes damage, the cost of which to repair shall equal or exceed Twenty-Five Million Dollars ($25,000,000) (a “Major Casualty”), the Partnership may elect to either: (a) terminate this Agreement and Buyer will receive by written notice to Contributor, in which case Contributor shall promptly (and Seller will assign in any event within five (5) Business Days following its receipt of a termination notice) return the Deposit L/C(s) and, if still held in the Deposit Escrow Account, the Initial Cash Deposit or Cash Deposit to Buyer at the ClosingPartnership, Sellerand the Parties shall be relieved of all obligations hereunder, except with respect to the Termination Surviving Obligations; or (b) consummate the Closing no more than thirty (30) days following the date of the Partnership’s rights under election, in which case (x) the Consideration payable by the Partnership shall be reduced by the sum of (A) any amount remaining to be spent on the Redevelopment as set forth in the Construction Budget and (B) the amount of any uninsured amount or insurance policies deductible that is actually deducted from the proceeds made available to receive) the Partnership and by the amount of any insurance proceeds received by Contributor, net of (1) the costs (including reasonable attorneys’ fees) incurred by Contributor in connection with the settlement of any rent loss insurance applicable claim with respect to such casualty, (2) the proceeds of any rental loss, business interruption or similar insurance that are allocable to the period on and after prior to the Closing DateDate and (3) due Seller as a result of the reasonable out-of-pocket costs incurred by Contributor in stabilizing and/or restoring the Property following such damage or destruction and assume responsibility for such repaircasualty, and Buyer shall receive a credit (y) Contributor will assign at Closing for any deductibleto the Partnership Contributor’s right, uninsured or coinsured amount under said title and interest in and to the unpaid insurance policiesproceeds, less, to the extent the same had not yet been paid to Contributor as of the Closing and included in the credit against the Consideration, the amounts described in (1), (2) and (3) above in this sentence (which shall remain the property of Contributor). The Parties shall cooperate and use commercially reasonable efforts to effectuate the transition of the Redevelopment from Contributor to PREIT Newco. For purposes the avoidance of this Agreementdoubt, if the Partnership fails to elect in writing one of the two options specified in the foregoing clauses (a) and (b) within thirty (30) days after Contributor delivers written notice to the Partnership describing in reasonable detail the occurrence of a Major Casualty, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit Partnership shall be returned deemed to Buyer and have elected the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementoption in the foregoing clause (a).

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage in excess of thirty percent (30%) of the Purchase Price prior to the Closing from fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage casualty, which Seller, at its sole option, does not elect to repair, Purchaser may either at or destruction prior to the Property Closing (a) terminate this Agreement, or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies 's right, title and interest in and to receive) the proceeds of any insurance covering such damage (less an amount equal to any expenses and costs incurred by Seller to repair or restore the Property and any portion of such proceeds (including any rent paid or to be paid pursuant to rental loss insurance applicable on account of the loss of rents or other income from the Property for the period prior to any period on and after including the Closing Date) due Seller as a result , all of such damage or destruction and assume responsibility for such repairwhich shall be payable to Seller), and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, to the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer extent the amount of such lossinsurance does not exceed the Purchase Price, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned assigned to Buyer Purchaser at the Closing. If the Property, or any part thereof, suffers any damage less than thirty percent (30%) of the Purchase Price prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the parties assignment of the proceeds of any insurance covering such damage plus Seller shall have pay to Purchaser an amount equal to Seller's deductible under its insurance policy and there shall be no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementreduction in the Purchase Price.

Casualty. Risk of loss (a) Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. Upon one (1) Individual Property suffering any damage equal to or in excess of One Million Dollars ($1,000,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing in respect of such Individual Property: (a) upon written notice to Sellers, terminate this Agreement in respect of such Individual Property, in which event, the Purchase Price shall be borne reduced in accordance with the Purchase Price allocated to such Individual Property pursuant to Schedule A attached, and the Downpayment shall be credited against the Purchase Price for the remaining Property to be purchased by Seller until the Closing. In Purchaser pursuant to this Agreement, or (b) consummate the Closing in respect of such Individual Property, in which latter event all of Sellers’ right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of: (x) such Seller’s deductible under its insurance policy, to the extent that it is deducted from any such insurance -24- proceeds payable to Purchaser, and (y) the amount of the uninsured or underinsured loss, provided that, for greater certainty, in the event that all Property suffers any damage entitling the Purchaser to terminate this Agreement in respect of all of the Property, and the Purchaser so elects, the Downpayment shall be refunded to Purchaser forthwith, without deduction, and without the consent or joinder of Sellers being required and notwithstanding any minor damage contrary instructions which might be provided by Sellers, and neither Sellers nor Purchaser shall have any further right or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close obligation under this Agreement and Buyer will receive (and Seller will assign to Buyer at other those obligations which expressly survive the Closing. (b) If a Property suffers any damage less than One Million Dollars ($1,000,000.00) prior to the Closing from fire or other casualty, Seller’s rights under insurance policies to receive) Purchaser agrees that it will consummate the Closing and accept an assignment of the proceeds of any insurance proceeds (covering such damage, including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall Date (plus receive a credit at Closing for against Purchase Price in an amount equal to the sum of: (x) such Seller’s deductible under its insurance policy, to the extent that it is deducted from any deductiblesuch insurance proceeds payable to Purchaser, and (y) the amount of the uninsured or coinsured amount under said insurance policiesunderinsured loss) and there shall be no other reduction in the Purchase Price. (c) Each of Sellers and Purchaser confirms, acknowledges and agrees that, for purposes of Error! Reference source not found. For purposes of this Agreement, and the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision potential termination of this Agreement is unable or refuses to credit to Buyer the amount in respect of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreementan Individual Property pursuant thereto, the Deposit Purchase Price shall be returned allocated amongst the Property as set out in Schedule A attached to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreement.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the self storage facilities comprising the Property (herein, the “Casualty Property”) suffers any damage in an amount equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement with respect to the Casualty Property, in which event (i) the allocable portion of the Deposit for the Casualty Project, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, (ii) the Closing. In the event of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer parties shall proceed to close under this Agreement and Buyer will receive (and Seller will assign Closing with respect to Buyer at the Closing, remainder of the Property if Seller’s rights under insurance policies consents to receivesuch sale, which consent shall not be unreasonably withheld, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Casualty Property, as set forth on Schedule “C” attached hereto, and (iii) neither party shall have any further right or obligation hereunder with respect to the Casualty Property, other than the Surviving Obligations relating thereto, or (b) consummate the Closing with respect to all of the Property, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance proceeds (covering such damage, including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due , shall be assigned by Seller as a result of such damage or destruction to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If any of the self storage facilities comprising the Property suffers any damage in an amount less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser will consummate the Closing with respect to all of the Property and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of One Hundred Fifty Thousand and no/100 Dollars ($150,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Exxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further rights or obligations hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than One Hundred Fifty Thousand and repaired within 120 days from no/100 Dollars ($150,000.00) prior to the date Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance policy covering proceeds relating to the Property period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (or portions thereofi) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; Seller’s deductible under its insurance policy, and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the self storage facilities comprising the Property (herein, the “Casualty Property”) suffers any damage in an amount equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement with respect to the Casualty Property, in which event (i) the allocable portion of the Deposit for the Casualty Project, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, (ii) the Closing. In the event of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer parties shall proceed to close under this Agreement Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Casualty Property, as set forth on Schedule “C” attached hereto, and Buyer will receive (and Seller will assign c) neither party shall have any further right or obligation hereunder with respect to Buyer at the ClosingCasualty Property, other than the Surviving Obligations relating thereto, or (b) consummate the Closing with respect to all of the Property, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due , shall be assigned by Seller as a result of such damage or destruction to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Cash Portion at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If any of the self storage facilities comprising the Property suffers any damage in an amount less than Seventy Five Thousand and repaired within 120 days from no/100 Dollars ($75,000.00) prior to the date Closing, Purchaser agrees that it will consummate the Closing with respect to all of the Property and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Cash Portion in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property from fire by fire, storm, accident, or any other casualty shall be borne by Seller or cause until the ClosingClosing has been consummated. In If the event of any minor damage or destruction to the Property Property, or any portion part thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) suffers any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost in excess of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from after the date of this Agreement and prior to the Closing from fire or other casualty, which Seller, at its sole option, does not repair, Purchaser may either at or prior to Closing (a) terminate this Agreement and receive a refund of the Deposit and neither party will have any further right or obligation hereunder except for the Survival Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right title and interest in and to the proceeds of any insurance covering such damage (less an amount equal to any expenses and costs incurred by Seller to repair or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering restore the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair be paid on account of the damage loss of rents or destruction; other income from the Property for the period prior to and (iv) does not permit any Tenant including the Closing Date, all of which shall be payable to terminate its Tenant Lease. In Seller), to the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer extent the amount of such lossinsurance does not exceed the Purchase Price, plus Seller’s deductible under its insurance policy, shall be assigned to Purchaser at the Closing. If the Property, or any part thereof, suffers any damage less than Two Hundred Thousand and No/100 Dollars ($200,000.00) after the date of this Agreement and prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, plus Seller’s deductible under its insurance policy, and there shall be no reduction in the Purchase Price. Seller shall maintain casualty insurance for the Property through the Closing Date and, if Purchaser is entitled to insurance proceeds pursuant to this Section 7.2, Seller being under no obligation to do so, Buyer shall have cooperate with Purchaser in good faith in connection with the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination prosecution of this Agreementany such insurance claim.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage equal to or in excess of One Million and no/100 Dollars ($1,000,000) prior to the Closing from fire or other casualty casualty, Seller shall promptly provide Buyer with written notice thereof and Buyer may either at or prior to Closing (a) terminate this Agreement by notice to Seller and Escrow Agent, in which event the Xxxxxxx Money (including the Good Faith Payment) shall be borne by Seller until promptly refunded to Buyer, and neither party shall have any further right or obligation hereunder, other than any obligations expressly surviving the Closing. In the event of any minor damage termination hereof, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, shall be assigned to Buyer at the Closing and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured against the Purchase Price in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured loss. If the Property, or any part thereof, suffers any damage equal to less than One Million and repaired within 120 days from no/100 Dollars ($1,000,000) prior to the date Closing, Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss up to and including the Property from fire or other casualty Closing Date shall -------- be borne by Seller until the ClosingSeller. In the event of any minor immaterial damage or destruction to the Property or any portion thereof, Seller and Buyer Purchaser shall proceed to close under this Agreement Agreement, and Buyer Purchaser will receive (and Seller will assign to Buyer Purchaser at the Closing, Closing Seller’s 's rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor "immaterial damage or destruction” " shall mean such instances of damage or destruction -------------------------------- destruction: (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) 250,000.00 or less; and (ii) which can be restored and repaired within 120 sixty (60) days from the date of such damage or destruction; (iii) which are not so extensive as to allow any tenant leasing 5,000 rentable square feet or more at the Property to terminate its Lease on account of such damage or destruction; and (iiiiv) in which Seller’s 's rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer Purchaser and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor any material damage or destruction and to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller under any provision given within the earlier of this Agreement twenty (20) days after Purchaser is unable or refuses to credit to Buyer the amount notified by Seller of such lossdamage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller being under no obligation of such damage or destruction (and if necessary the Closing Date shall be extended to do so, Buyer shall have give Purchaser the right full 10-day period to make such election): (i) terminate this Agreement, whereupon Escrow Agent shall immediately return the Deposit Xxxxxxx Money to Purchaser, or (ii) proceed to close under this Agreement, receive (and Seller will assign to Purchaser at the Closing Seller's rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to the period on or after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If Purchaser fails to deliver to Seller notice of its election within the period set forth above, Purchaser will conclusively be returned deemed to Buyer and have elected to proceed with the parties shall have no further obligations Closing as provided in clause (ii) of the preceding sentence. If Purchaser elects clause (ii) above, Seller will cooperate with Purchaser after the Closing to or recourse against each other except for provisions that expressly survive termination assist Purchaser in obtaining the insurance proceeds from Seller's insurers. For purposes of this AgreementAgreement "material damage or destruction" shall mean all ------------------------------ instances of damage or destruction that are not immaterial, as defined herein.

Casualty. Risk If any portion of loss the Property is damaged or destroyed prior to the Closing Date and (i) such damage or destruction is fully covered by Seller’s insurance (except for the deductible amounts thereunder), (ii) the repair would cost less than $1,500,000, (iii) the repair or restoration can be fully completed and the damaged portion of the Property from fire ready for re-occupancy within six (6) months following the date of the casualty, as determined in the good faith business judgment of an independent third-party general contractor or other casualty construction manager mutually selected by Buyer and Seller, (iv) the insurer agrees to timely pay for the entire cost of such repair, and (v) would not result in the termination of Lease (in addition to the partial termination contemplated in the Lease Amendment), then this Agreement shall be borne by Seller until remain in full force and effect and, subject to the Closingsatisfaction of the closing conditions set forth in Sections 11 and 12, Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the event Purchase Price equal to the deductible amount under Seller’s insurance, and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of insurance on account of such damage or destruction (including rental loss insurance). Otherwise, if any portion of the Property is damaged or destroyed prior to the Closing Date Buyer shall have the right upon written notice to Seller within ten days after notice of such damage or destruction to (a) terminate this Agreement and receive a refund of its Deposit, together with all interest thereon, or (b) proceed with the purchase of the Property under this Agreement and receive an assignment of all of Seller’s insurance policies and proceeds and a credit against the Purchase Price for the amount of any minor deductible plus any insurance proceeds previously paid to Seller for such damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at extent not applied toward the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant damage. The failure of Buyer to terminate its Tenant Leaseprovide such written notice shall be deemed an election to terminate. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, extend the Deposit shall be returned Closing Date for ten business days to Buyer evaluate the scope of the damage and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementavailable insurance under Seller’s insurance policy.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of One Hundred Fifty Thousand and no/100 Dollars ($150,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further rights or obligations hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under right, title and interest in and to the proceeds of any insurance policies to receive) covering such damage, and including any and all rent loss insurance proceeds (including any rent loss insurance applicable net of expenses incurred by Seller to any protect and restore the Property following the damage) relating to the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for in an amount equal to Seller’s deductible under its insurance policy. If the Property suffers any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two less than One Hundred Fifty Thousand and No/100 no/100 Dollars ($200,000.00150,000.00) or less; prior to the Closing, Purchaser will consummate the Closing and (ii) which can be restored accept the assignment of the proceeds of any insurance covering such damage, including any and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its all rent loss insurance policy covering proceeds relating to the Property (or portions thereof) are assignable period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate Seller’s deductible under its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementinsurance policy.

Casualty. Risk In the event that damage or destruction of loss to the Property from or any part thereof caused by fire or other casualty exceeds fifteen percent (15%) of the Purchase Price (a “Material Portion”) to repair or replace, Purchaser shall elect in writing to be borne by Seller until the Closing. In the event exercised ten (10) days after receipt of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result notice of such damage destruction or destruction and assume responsibility for such repairdamage, and Buyer shall receive a credit at Closing for any deductibleits option, uninsured or coinsured amount under said insurance policies. For purposes one of the following: A. To terminate this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering event Seller shall retain the Property Earned Payments and shall return the Closing Deposits (if any) and each party shall be released from all obligations hereunder (except those which are herein specifically stated to survive the Closing or portions thereof) are assignable to Buyer and will continue pending restoration and repair of termination); or B. To proceed with Closing in accordance with the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision terms of this Agreement (and subject to any rights Seller may have to terminate the Agreement prior to Closing) and Seller shall assign all insurance proceeds, insurance policies, and claims to Purchaser at Closing, with any cost of assignment split equally between Purchaser and Seller. Seller represents to Purchaser that it will during the pendency of this Agreement maintain valid property insurance in place against loss or damage to the structure of the buildings constituting Improvements by such perils as are included in a standard “all risk” or “special form” property owner insurance policy. If Purchaser does not timely notify Seller in writing of its election to terminate this Agreement, Purchaser shall be deemed to have elected not to terminate this Agreement. If less than a Material Portion of the Property is unable damaged or refuses destroyed, or if a Material Portion is damaged or destroyed and Purchaser elects or is deemed to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right elected not to terminate this Agreement, the Deposit parties shall be returned proceed to Buyer the Closing without reduction in the Purchase Price and with the parties Property in “as-is” condition. Seller shall have no further obligations obligation to make any repairs to the Property in the event of a damage or recourse against each destruction. Notwithstanding the foregoing, in the event of any damage or destruction of the Property or any part thereof caused by fire or other except for provisions that expressly survive termination casualty, regardless of this Agreementthe amount of damage, Seller shall assign all insurance proceeds, insurance policies, and claims to Purchaser at Closing, with any cost of assignment split equally between Purchaser and Seller.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage equal to or in excess of Seven Hundred Fifty Thousand and no/100 Dollars ($750,000) prior to the Closing from fire or other casualty casualty, Seller shall promptly provide Buyer with written notice thereof and Buyer may either at or prior to Closing (a) terminate this Agreement by notice to Seller and Escrow Agent, in which event the Exxxxxx Money shall be borne by Seller until promptly refunded to Buyer, and neither party shall have any further right or obligation hereunder, other than any obligations expressly surviving the Closing. In the event of any minor damage termination hereof, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, Seller’s rights under insurance policies to receive) receive any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured against the Purchase Price in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured loss. If the Property, or any part thereof, suffers any damage equal to less than Seven Hundred Fifty Thousand and repaired within 120 days from no/100 Dollars ($750,000) prior to the date Closing, Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Fifty Thousand and no/100 Dollars ($50,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne by refunded to Purchaser, without the consent or joinder of Seller until being required, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies 's right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Cash Portion at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller's deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Fifty Thousand and repaired within 120 days from no/100 Dollars ($50,000.00) prior to the date Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Cash Portion in an amount equal to the sum of (i) Seller's deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk (a) Seller shall give Purchaser prompt notice of loss to the Property from any fire or other casualty shall be borne by Seller until affecting the Real Property between the Effective Date and the Closing. In Purchaser or its designated agents may enter upon the event Real Property from time to time during normal business hours and upon advance notice to Seller in accordance with this Agreement for the purpose of inspecting any minor damage or destruction such casualty. (b) If, prior to the Closing, the Real Property is damaged by a fire or any portion thereofother casualty that would cost $2,500,000 or more to repair, Seller and Buyer shall proceed then in such event, Purchaser may, at its option, elect to close under terminate this Agreement and Buyer will receive (and Seller will assign in accordance with Section 10.1(e) within 20 days after the date of Seller’s notice to Buyer Purchaser of the casualty or at the Closing, Seller’s rights under insurance policies whichever is earlier, in which case the Xxxxxxx Money will be refunded to receive) Purchaser in accordance with Section 10.4(a). If Purchaser does not timely make its election to terminate this Agreement, then the Closing will take place as provided herein without reduction of the Purchase Price, and there will be assigned to Purchaser at the Closing all interest of Seller in and to any casualty insurance proceeds (including any rent loss insurance applicable received or to any period on and after the Closing Date) due Seller as a result be received by reason of such damage or destruction and assume responsibility for such shall tender at Closing the deductible amounts under Seller’s insurance policies (including business interruption and rental loss insurance of Seller that would be applicable to the period after the Closing). (c) If, prior to the Closing, the Real Property is damaged by a fire or other casualty that would cost less than $2,500,000 to repair, and Buyer shall receive a credit if: (i) the insurance carrier affirms and acknowledges its liability for such damage, (ii) the insurance proceeds are sufficient (when added to the deductible amount under such policy) to pay the full cost of repairing such damage or destruction, and (iii) Seller tenders at Closing for the full amount of the deductible portion of such insurance loss (including business interruption and rental loss insurance of Seller that would be applicable to the period after the Closing) less any deductibleamounts used by Seller to repair or restore the damage, uninsured or coinsured subject to Purchaser’s Repair Approval (as hereinafter defined), if applicable, then in such event this Agreement shall not terminate, and, at Closing, Seller shall assign and transfer to Purchaser all of its right, title and interest in and to such insurance proceeds and remaining deductible amounts, if any. If the insurance proceeds are insufficient (when added to the deductible amount under said such policies) to pay the full cost of repairing such damage or destruction, and if Seller tenders the difference at Closing, then this Agreement shall not terminate, and, at the Closing, Seller shall assign and transfer to Purchaser all such insurance policiesproceeds and the remaining deductible amount, if any. If (A) Seller does not tender the difference at Closing, (B) the insurance carrier does not affirm and acknowledge its liability for such damage or (C) Seller does not tender at Closing the amount of the deductible portion of such insurance loss (including business interruption and rental loss insurance of Seller that would be applicable to the period after the Closing) less any amounts used to repair or restore damage, subject to Purchaser’s Repair Approval, if applicable, then Purchaser may, at its option, elect to terminate this Agreement in accordance with Section 10.1(e), in which case the Xxxxxxx Money will be refunded to Purchaser in accordance with Section 10.4(a). For purposes of this AgreementSection 6.1(c), the term “minor damage or destructionPurchaser’s Repair Approval” shall mean such instances the approval of Purchaser in respect of the costs and expenses to be incurred by Seller in connection with the repair and restoration of any casualty damage prior to the Closing, which approval shall not be unreasonably withheld, conditioned or delayed and if not given by Purchaser within 24 hours after Seller’s request therefor, Purchaser’s approval shall be deemed given. In no event shall Purchaser’s Repair Approval be required in connection with any repairs or restoration work that Seller, in its discretion, believes necessary to undertake immediately so as to prevent further property damage or destruction (i) which can be repaired or restored personal injury at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementReal Property.

Casualty. Risk of loss If, prior to the Closing Date, all or any portion of the Real Property from and Improvements is destroyed or damaged by fire or other casualty shall casualty, Seller will not be borne by Seller until the Closing. In the event of obligated to repair any minor damage or destruction to the Real Property and Improvements, but (x) Seller will assign at Closing and turn over to Purchaser the insurance proceeds net of the following (collectively, the “Collection Costs”): (i) the costs (including reasonable attorneys’ fees) incurred by Seller in connection with the settlement of any insurance claim with respect to such casualty, (ii) the proceeds of any rental loss, business interruption or similar insurance that are allocable to the period prior to the Closing Date, and (iii) the reasonable out-of-pocket costs incurred by Seller in stabilizing and/or restoring the Property following such casualty (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 (y) the parties will proceed to the Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser will receive a credit for any proceeds received by Seller and a credit for any uninsured amount or insurance deductible that is actually deducted from the proceeds made available to Purchaser (collectively, the “Deductible”). Notwithstanding the foregoing, in the event that the casualty causes damage, the cost of which to repair shall equal or exceed $15,000,000 or the casualty is of such a nature as to entitle an Anchor Tenant or any portion other Tenants occupying more than twenty-five percent (25%) of the rentable square feet in the aggregate to terminate its or their Leases pursuant to the terms thereof, Seller and Buyer shall proceed to close under Purchaser, at its election may (i) terminate this Agreement and Buyer will receive the return of its Xxxxxxx Money Deposit, whereupon, the parties shall be relieved of all obligations hereunder, except with respect to the Termination Surviving Obligations; or (ii) proceed with the Closing, and Seller will assign at Closing and turn over to Buyer at Purchaser the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds net of the Collection Costs (including any rent loss insurance applicable or if such have not been awarded, all of its right, title and interest therein) payable with respect to any period on and after the Closing Date) due Seller as a result of such damage fire or destruction and assume responsibility for such repairother casualty, and Buyer Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand proceeds received by Seller and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days any Deductible that is actually deducted from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable proceeds made available to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchaser.

Casualty. Risk of loss to (a) If the Property from is damaged or destroyed by fire or other casualty shall be borne by prior to Closing then promptly after Seller until becomes aware of the Closing. In the event of any minor damage or destruction Seller will notify Purchaser thereof (the “Damage Notice”). (b) If the cost of repair is less than ONE MILLION TWO HUNDRED THOUSAND and 00/100 DOLLARS ($1,200,000.00), or if repair will, in Seller’s reasonable estimation, take six (6) months or less to effectuate after Seller gains control of the Property or for repairs after any portion thereofinspection by governmental authorities, Seller and Buyer shall Closing will proceed to close under in accordance with the terms of this Agreement and Buyer will receive (and Seller will assign to Buyer for the full Purchase Price, notwithstanding the damage or destruction; provided, however, that, at the Closing, Seller’s rights , at its sole option, shall either (and in each case less any amounts expended by Seller in connection with such damage or destruction): (i) pay or assign to Purchaser all insurance proceeds, if any, resulting from such casualty damage and credit to Purchaser any applicable deductible amounts under the insurance policies pursuant to receive) any which the insurance proceeds are paid or assigned; or (including any rent loss ii) credit to Purchaser an amount equal to the sum of (a) all insurance applicable to any period on and after the Closing Date) due Seller as a result of proceeds, if any, resulting from such damage or destruction and assume responsibility (b) any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds were or are to be paid. Purchase and Sale Agreement Des Xxxxx Corners (c) If the cost of repair is equal to or greater than ONE MILLION TWO HUNDRED THOUSAND and 00/100 DOLLARS ($1,200,000.00), or if repair will, in Seller’s reasonable estimation, take longer than six (6) months to effectuate after Seller gains control of the Property for repairs after any inspection by governmental authorities, Seller or Purchaser may elect to terminate this Agreement by delivering written notice to the other within ten (10) Business Days after the date of the Damage Notice (and Closing will be extended as needed to provide for such repair10-Business Day period), and Buyer in which event the Deposit will be returned to Purchaser (less the Independent Consideration, which shall receive a credit at be paid to Seller). If neither party terminates this Agreement within the 10-day period, Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes will proceed in accordance with the terms of this AgreementAgreement for the full Purchase Price, notwithstanding the term “minor damage or destruction” , provided, however, that, at Closing, Seller, at its sole option, shall mean such instances of damage or destruction either (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of in each case less any amounts expended by Seller in connection with such damage or destruction): (i) pay or assign to Purchaser at Closing all insurance proceeds, if any, resulting from the casualty and credit to Purchaser any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds are paid or assigned; and or (iiiii) in which Seller’s rights under its rent loss credit to Purchaser an amount equal to the sum of (a) all insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of proceeds, if any, resulting from such minor damage or destruction and (b) any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds were or are to be paid. (d) Purchaser hereby acknowledges and agrees that in the event that Seller elects to proceed in the manner set forth under either of the above subsections (b)(ii) or (c)(ii), Seller shall be entitled to commence a claim under the insurance policies pursuant to which the insurance proceeds would be paid relating to such damage or destruction, and pursue such claim until fully paid or settled by Seller and the applicable insurer. During this time, Xxxxxxxxx agrees to reasonably cooperate with Seller, including permitting any provision on-site inspection of the Property that the applicable insurer may require with respect to processing the claim. The provisions of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer Section 9.1(d) shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer survive Closing and the parties delivery of the Deed and shall have no further obligations to not be deemed merged with the Deed or recourse against each other except for provisions that expressly survive termination any instrument of this Agreementconveyance delivered at Closing.

Casualty. Risk of loss (a) If, at or prior to Closing, any damage, destruction or casualty shall have occurred as to which a tenant (i) has the responsibility to repair and restore the Property from fire under its respective Lease and (ii) has no right of rent abatement or other casualty shall be borne by Seller until the Closing. In the event of any minor damage offset, in full or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller in part as a result of such damage or destruction and assume responsibility for such repaircasualty, and Buyer the parties shall receive a credit at proceed to Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes in accordance with the terms of this AgreementAgreement without any reduction in the Contribution Value. (i) If, at or prior to Closing, any other damage, destruction or casualty, of any Property, occurs, which damage, destruction or casualty creates loss valued at ten (10%) percent or less of the term “minor damage or destruction” Contribution Value, then this Agreement shall mean continue in full force and effect and LCWP shall give written notice of such instances event to Inland (which notice will include a description of the nature, extent and estimated amount of damage or destruction loss suffered by the Property in connection with such casualty), in which event the parties shall proceed to Closing in accordance with the terms of this Agreement without any reduction in the Contribution Value, and LCWP shall (iA) which can assign to the Ownerat Closing all of its rights to and interest in all proceeds of casualty insurance and business interruption and rent loss insurance relating to the period from and after the date of Closing payable on account of such casualty, (B) pay to the JVat Closing an amount equal to the full amount of the deductible applicable under such insurance policies, by way of a credit against the Contribution Value equal to the deductible unless tenants are responsible for the deductible in CAM. LCWP shall cooperate reasonably with Inland, the Owner and the JV before and after Closing to file and process an insurance claim for all insured loss arising out of such casualty. LCWP shall not settle or adjust any such insurance claim without Inland's prior written consent. LCWP shall have no obligation to repair or restore any Property other than necessary measures as may be repaired necessary to secure any such Property from natural elements, vandalism or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and further deterioration. (ii) If, at or prior to Closing, any other damage, destruction or casualty, of the Property, occurs which can be restored damage, destruction or casualty creates a loss valued in excess of ten (10%) percent of the Contribution Value allocated to such Property, then LCWP shall notify Inland in writing (hereinafter referred to as a "LCWP Casualty Notice"), which LCWP Casualty Notice will include a description of the nature, extent and repaired within 120 days from the date estimated amount of such damage or destruction; and loss suffered by the affected Property in connection with such casualty. Within ten (iii10) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair days after receipt of the damage LCWP Casualty Notice, Inland shall notify LCWP, in writing, as to whether (A) Inland will elect to proceed to Closing or destruction; and (ivB) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right Inland will elect to terminate this Agreement. If Inland does not make such written election within the time period specified above, Inland will be deemed to have made the Deposit election set forth in clause (A). (iii) If Inland makes (or is deemed to have made) the election set forth clause (A) of Section 7.1(b)(ii) above, then this Agreement shall be returned to Buyer continue in full force and effect and the parties shall proceed to Closing in accordance with the terms of this Agreement without any reduction in the Contribution Value, and the LCWP shall (A) assign to the Ownerat Closing all of its rights to and interest in all proceeds of casualty insurance and business interruption and rent loss insurance relating to the period from and after the date of Closing payable on account of such casualty and (B) pay to the JVat Closing an amount equal to the full amount of the deductible applicable under such insurance policies, by way of a credit against the Contribution Value equal to the deductible. LCWP shall cooperate reasonably with Inland before and after Closing to file and process an insurance claim for all insured loss arising out of such casualty. LCWP shall not settle or adjust any such insurance claim without Inland's prior written consent. LCWP shall have no obligation to repair or restore any Property other than measures as may be necessary to secure any such Property from natural elements, vandalism or further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementdeterioration.

Casualty. Risk of loss up to and including the Property from fire or other casualty Closing Date shall be borne by Seller until the ClosingSeller. In the event of any minor immaterial damage or destruction to the Property or any portion thereof, Seller and Buyer Purchaser shall proceed to close under this Agreement Agreement, and Buyer Purchaser will receive (and Seller will assign to Buyer Purchaser at the Closing, Closing Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor immaterial damage or destruction” shall mean such instances of damage or destruction destruction: (i) which can be repaired or restored at a cost of Two One Hundred Thousand and No/100 Dollars ($200,000.00100,000.00) or less; and (ii) which can be restored and repaired within 120 sixty (60) days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property are sufficient to replace lost rent for a period of eighteen (or portions thereof18) months and are assignable to Buyer Purchaser and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor any material damage or destruction and to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller under any provision given within the earlier of this Agreement twenty (20) days after Purchaser is unable or refuses to credit to Buyer the amount notified by Seller of such lossdamage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller being under no obligation of such damage or destruction (and if necessary the Closing Date shall be extended to do so, Buyer shall have give Purchaser the right full 10-day period to make such election): (i) terminate this Agreement, whereupon Escrow Agent shall immediately return the Deposit shall be returned Xxxxxxx Money to Buyer and the parties shall have no further obligations Purchaser, or (ii) proceed to or recourse against each other except for provisions that expressly survive termination of close under this Agreement., receive (and Seller will assign to Purchaser at the Closing Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to the period on or after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If Purchaser fails to deliver to Seller notice of its election within the period set forth above, Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the preceding sentence. If Purchaser elects clause (ii) above,

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the self storage facilities comprising the Property (herein, the “Casualty Property”) suffers any damage in an amount equal to or in excess of One Hundred Thousand and no/100 Dollars ($100,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement with respect to the Casualty Property, in which event (i) the allocable portion of the Deposit for the Casualty Project, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, (ii) the Closing. In the event of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer parties shall proceed to close under this Agreement Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Casualty Property, as set forth on Schedule “C” attached hereto, and Buyer will receive (and Seller will assign iii) neither party shall have any further right or obligation hereunder with respect to Buyer at the ClosingCasualty Property, other than the Surviving Obligations relating thereto, or (b) consummate the Closing with respect to all of the Property, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured or underinsured loss. If any of the self storage facilities comprising the Property suffers any damage in an amount less than One Hundred Thousand and repaired within 120 days from no/100 Dollars ($100,000.00) prior to the date Closing, Purchaser agrees that it will consummate the Closing with respect to all of the Property and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk Except as provided in SECTIONS 4.2 and 5.1 of loss this Agreement, and only as applicable, Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage in excess of $250,000.00 prior to the Closing from fire or other casualty casualty, Purchaser may, within forty-five (45) days after receiving actual notice of such casualty, either (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne by Seller until refunded to Purchaser and neither party shall have any further right or obligation hereunder other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller's right, title and interest in and to the proceeds of any insurance covering such damage (less an amount 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, all of which shall be payable to Seller), to the extent the amount of such insurance does not exceed the Purchase Price, shall be assigned to Purchaser at the Closing. In If the event of any minor damage or destruction to the Property Property, or any portion part thereof, Seller and Buyer shall proceed suffers any damage less than $250,000.00 prior to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of covering such damage or destruction plus an amount equal to Seller's deductible under its insurance policy and assume responsibility for such repairthere shall be no reduction in the Purchase Price. Seller hereby agrees that in its notice of the casualty delivered to Purchaser, and Buyer Seller shall receive a credit at Closing for any deductibleinclude, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, to the term “minor damage or destruction” shall mean such instances of damage or destruction extent available: (i) which can be repaired the supporting information with respect to how Seller determined whether the Property, or restored at a cost any part thereof, suffered damage in excess of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; 250,000, and (ii) which can be restored and repaired within 120 days any written notices received by Xxxxx Xxxxxxxx after the Effective Date from the date of Seller's insurance carrier denying Seller coverage for such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementcasualty.

Casualty. Risk of loss If, prior to the Closing Date, the Real Property from and the improvements thereon shall be destroyed or damaged in an amount in excess of the Material Damage Amount (as hereinbelow defined), by fire or other casualty, or if the premises of any tenant of the Building are damaged as a result of fire or other casualty to such extent that such tenant is entitled pursuant to its Lease to terminate its Lease and does so as a result of such casualty loss, then either Seller or Purchaser shall have the option to terminate this Agreement by written notice to the other party within ten (10) days after such party has received notice of the casualty, in which event all documents shall be borne by returned to the 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 until 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 Closingaforesaid ten (10) day period shall be conclusive evidence that such party has waived such option to terminate. In the event of any minor fire or other casualty causing damage (a) in an amount less than the Material Damage Amount, or destruction to (b) in an amount more than the Property Material Damage Amount or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at if a tenant of the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller Building terminates its Lease as a result of such damage or destruction and assume responsibility for such repaircasualty loss, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) but with respect to which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does either party has not permit any Tenant elected to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses as aforesaid, then, provided Purchaser has waived all conditions precedent to credit to Buyer the amount of such loss, Seller being under no Purchaser's obligation to do soperform hereunder, Buyer 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 Deposit Initial Closing shall be returned delayed until such election is made or deemed to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementbeen made.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause (other than that caused by Buyer or Buyer’s agents) until the Closing has been consummated. If the Property, or any part thereof, suffers any damage equal to or in excess of Five Hundred Thousand and no/100 Dollars ($500,000.00) prior to the Closing from fire or other casualty casualty, Buyer may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be borne by Seller until refunded to Buyer, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event of any minor damage Surviving Obligations, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be paid and assume responsibility for such repair, assigned to Buyer at the Closing and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured against the Purchase Price in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured loss. If the Property, or any part thereof, suffers any damage less than Five Hundred Thousand and repaired within 120 days from no/100 Dollars ($500,000.00) prior to the date Closing, Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage equal to or in excess of One Million and no/100 Dollars ($1,000,000) prior to the Closing from fire or other casualty casualty, Seller shall promptly provide Buyer with written notice thereof and Buyer may either at or prior to Closing (a) terminate this Agreement by notice to Seller and Escrow Agent, in which event the Xxxxxxx Money shall be borne by Seller until promptly refunded to Buyer, and neither party shall have any further right or obligation hereunder, other than any obligations expressly surviving the Closing. In the event of any minor damage termination hereof, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, shall be assigned to Buyer at the Closing and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured against the Purchase Price in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored the amount of any uninsured loss. If the Property, or any part thereof, suffers any damage equal to less than One Million and repaired within 120 days from no/100 Dollars ($1,000,000) prior to the date Closing, Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage or destruction; damage, including any and (iii) in which Seller’s rights under its all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (ivii) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of One Million Five Hundred Thousand and no/100 Dollars ($1,500,000.00), or which would allow any tenant to terminate its lease or xxxxx rent, prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Deposit shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, and neither party shall have any further right or obligation hereunder, other than the Closing. In the event obligations of any minor damage Purchaser pursuant to Section 3.1.4 and Section 3.1.7 hereof, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; Seller’s deductible under its insurance policy and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss. If the Property suffers any damage less than One Million Five Hundred Thousand and no/100 Dollars ($1,500,000.00), Seller being under and no obligation to do so, Buyer shall have tenant has the right to terminate this Agreementits lease or xxxxx rent, prior to the Deposit shall be returned Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to Buyer the period from and after the parties shall have no further obligations Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or recourse against each other except for provisions that expressly survive termination of this Agreementunderinsured loss.

Casualty. Risk of loss Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the self storage facilities comprising the Property (herein, the “Casualty Property”) suffers any damage in an amount equal to or in excess of Two Hundred Thousand and no/100 Dollars ($200,000.00) prior to the Closing from fire or other casualty casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement with respect to the Casualty Property, in which event (i) the allocable portion of the Deposit for the Casualty Project, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be borne refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller until Seller, (ii) the Closing. In the event of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer parties shall proceed to close under this Agreement Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Casualty Property, as set forth on Schedule “C” attached hereto, and Buyer will receive (and Seller will assign c) neither party shall have any further right or obligation hereunder with respect to Buyer at the ClosingCasualty Property, other than the Surviving Obligations relating thereto, or (b) consummate the Closing with respect to all of the Property, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction , shall be assigned to Purchaser at the Closing and assume responsibility for such repair, and Buyer Purchaser shall receive a credit against the Purchase Price at Closing for any deductible, uninsured or coinsured in an amount under said insurance policies. For purposes equal to the sum of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or restored at a cost underinsured loss. If any of the self storage facilities comprising the Property suffers any damage in an amount less than Two Hundred Thousand and No/100 no/100 Dollars ($200,000.00) or less; prior to the Closing, Purchaser agrees that it will consummate the Closing with respect to all of the Property and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such any uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk of loss (a) Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of One Million Dollars ($1,000,000.00) prior to the Closing from fire, storm, accident, or any other casualty, Purchaser may either at or prior to Closing: (a) terminate this Agreement, in which event, the Downpayment shall be refunded to Purchaser forthwith, without deduction, and without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither Seller nor Purchaser shall have any further right or obligation under this Agreement other those obligations which expressly survive the Closing, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of: (x) Seller’s deductible under its insurance policy, and (y) the amount of the uninsured or underinsured loss. (b) If the Property suffers any damage less than One Million Dollars ($1,000,000.00) prior to the Closing from fire or other casualty shall be borne by Seller until casualty, Purchaser agrees that it will consummate the Closing. In Closing and accept an assignment of the event proceeds of any minor damage or destruction to the Property or any portion thereofinsurance covering such damage, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall Date (plus receive a credit at Closing for any deductibleagainst Purchase Price in an amount equal to the sum of: (x) Seller’s deductible under its insurance policy, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (iiy) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such the uninsured or underinsured loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit ) and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.

Casualty. Risk 11.1.1 If all or any part of loss to the Property from is damaged by fire or other casualty shall be borne by Seller until occurring following the Closing. In the event of any minor damage or destruction date hereof and prior to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of whether or not such damage or destruction and assume responsibility for such repairaffects a material part of the Real Property (a “Casualty”), and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, then: (a) if the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a estimated cost of Two Hundred Thousand repair or restoration is less than or equal to $25,000,000 and No/100 Dollars if the estimated time to complete such repair or restoration is twelve ($200,000.0012) months or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) less as determined in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such lossaccordance with Section 11.1.2, Seller being under no obligation to do so, Buyer neither 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 Seller by reason of said destruction or damage. (b) (i) if the estimated cost of repair or restoration exceeds $25,000,000 or (ii) if the estimated time to complete such repair or restoration exceeds twelve (12) months, Purchaser shall have the option, exercisable within thirty (30) days after receipt of (i) notice of the occurrence of such fire or other casualty and (ii) such factual information regarding the casualty and availability of insurance proceeds as is reasonably sufficient to enable Purchaser to make an informed decision about whether or not to proceed to Closing, time being of the essence, to terminate this Agreement by delivering notice thereof to Seller and Escrow Agent, whereupon the Deposit and Interest shall be returned to Buyer Purchaser and the parties this Agreement shall be deemed canceled and of no further force or effect, and neither party shall have no any further obligations rights or liabilities against or to or recourse against each the other except for such provisions that which are expressly provided in this Agreement to survive the termination of hereof. If a fire or other casualty described in this clause (b) shall occur and Purchaser shall not have timely elected to terminate this Agreement, then Purchaser and Seller shall consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price (except that Purchaser shall receive a credit against the cash due at Closing for the amount of forty-five percent (45%) of any unpaid deductible on such casualty insurance policy) or any liability or obligation on the part of Seller by reason of said destruction or damage. 11.1.2 The estimated cost to repair and/or restore and the estimated time to complete contemplated in Section 11.1.1 above shall be established by estimates obtained by Seller from independent contractors, subject to Purchaser’s review and reasonable approval of the same and the provisions of Section 11.1.3 below. 11.1.3 If a Casualty shall occur following the date hereof, [subject to compliance with the applicable provisions of the Existing Mortgage Loan,] Seller shall not cause or permit the distribution or transfer by the Owner prior to the Closing of any insurance proceeds for such Casualty, and the same may be applied only to the restoration of the Property or other Casualty related expenses, including costs of collection, until such time, except that to the extent that any such insurance proceeds constitute lost rent insurance Seller may treat the same as it would rent hereunder. 11.1.4 Any disputes under this Article XI as to the cost of repair or restoration or the time for completion of such repair or restoration shall be resolved by expedited arbitration before a single arbitrator acceptable to both Seller and Purchaser in their reasonable judgment in accordance with the rules of the American Arbitration Association; provided that if Seller and Purchaser fail to agree on an arbitrator within five days after a dispute arises, then either party may request to designate an arbitrator. Such arbitrator shall be an independent architect or engineer having at least ten (10) years of experience in the construction of office buildings in Manhattan. The determination of the arbitrator shall be conclusive and binding upon the parties. The costs and expenses of such arbitrator shall be borne equally by Seller and Purchaser.

Casualty. Risk of loss If, prior to Closing, the Property, or any part thereof, suffers any material damage (that is, any damage to the Property to the extent that the Tenant has the right terminate the Lease pursuant to the terms thereof) from fire or other casualty casualty, then Seller shall promptly provide Buyer with written notice thereof and Buyer may either: (a) terminate this Agreement by notice to Seller and Escrow Agent, in which event the Deposit shall be borne by Seller until promptly refunded to Buyer, and neither party shall have any further right or obligation hereunder, other than any obligations expressly surviving the Closing. In the event of any minor damage termination hereof, or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at b) consummate the Closing, in which latter event all of Seller’s rights under insurance policies right, title and interest in and to receive) the proceeds of any insurance proceeds (covering such damage, and including any and all rent loss insurance applicable proceeds relating to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, if payable, shall be assigned to Buyer at the Closing and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured against the Purchase Price in an amount under said insurance policies. For purposes equal to the amount of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights deductible under its insurance policy which has not previously been paid out by Seller. If the Property, or any part thereof, suffers any non-material damage (that is, any damage to the Property which obligates Tenant to continue the payment of rent without abatement) prior to the Closing, Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including without limitation any and all rent loss insurance policy covering proceeds relating to the Property period from and after the Closing Date, if payable (or portions thereof) are assignable plus receive a credit against the Purchase Price in an amount equal to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such lossSeller’s deductible under its insurance policy which has not previously been paid out by Seller), Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit and there shall be returned to Buyer and no other reduction in the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementPurchase Price.