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 Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss to the Property from or damage by earthquake, hurricane, tornado, flood, landslide, fire or other casualty shall be borne and assumed by Seller until the ClosingSeller. In the event of any minor damage or destruction If, prior to the Property or Closing any "Material Damage" (as hereinafter defined) occurs to any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at 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 Property as a result of earthquake, hurricane, tornado, flood, landslide, fire or other casualty, Seller shall immediately notify Buyer of such fact. In such event, Buyer shall have the option to terminate this Agreement upon written notice to Seller given not later than three (3) days after Buyer's receipt of such notice from Seller. Upon such termination, neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement. Buyer shall have no right to terminate this Agreement as a result of any damage or destruction of any portion of the Property that does not constitute Material Damage. If Buyer does not elect or has no right to terminate this Agreement, Seller shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or not at Buyer's option and assume responsibility for such repair, cost) and Buyer shall receive receive, as a credit at against the Purchase Price, an amount equal to the deductible amount with respect to the insurance and the parties shall proceed to the Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes pursuant to the terms hereof without modification of the terms 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 . If Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant elect or has no right 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 by reason of such loss, Seller being under no obligation to do soany casualty, Buyer shall have the right to terminate this Agreementparticipate in any adjustment of any insurance claim. As used herein, the Deposit term "Material Damage" shall be returned to Buyer and mean damage or destruction, the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination cost of this Agreementrepair of which exceeds $10,000.00. ARTICLES 10 AND 11 ARE NOT USED.

Casualty. Risk of loss to In the Property from event any improvements on the Office Building site are rendered untenantable by fire or other casualty casualty, Landlord shall have the option of terminating this Lease or rebuilding, and in such event written notice of the election by Landlord shall be borne by Seller until given to Tenant within thirty (30) days after the Closingoccurrence of such casualty. In the event of any minor damage or destruction Landlord elects to rebuild, (1) Landlord shall not be obligated to rebuild the Property Tenant's or any portion thereofother Tenant Improvements; and (2) the affected portions of the Office Building shall be restored, Seller as nearly as practicable in Landlord's reasonable judgment, to their former condition, exclusive of Tenant Improvements, within a reasonable time, during which time no payment of rent or other sum due hereunder from Tenant to Landlord shall xxxxx unless and Buyer until Tenant's space shall proceed to close under this Agreement and Buyer will receive have continued untenantable for at least thirty (30) days after (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 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 Leasecasualty. In the event (i) Landlord fails to give timely notice of its election to rebuild, or (ii) Landlord fails to rebuild so that Tenant's Improvements can be replaced within six (6) months of such minor damage or destruction and Seller under any provision casualty, the term 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 Lease shall have the right to terminate then expire and this Agreement, the Deposit Lease and all options and rights under-it shall be returned to Buyer and the parties shall have of no further obligations force or effect and Landlord shall be entitled to sole possession of the Premises, and Landlord shall not be obligated to reimburse the Tenant for the value or recourse against each other except cost of its improvements, or for provisions that expressly survive termination of this Agreementany expense or damage incident to such casualty or such election.

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 of one or more of the Projects, then, as long as: (i) the damage or destruction was fully insured (or if Seller agrees to pay for the entire cost of repairing said damage or destruction if it was not insured (or was underinsured)), (ii) all abatements of rent due 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 Tenants as a result of such damage or destruction are reimbursed by rent loss insurance or a binding, unconditional agreement by Sellers in form and assume responsibility for substance satisfactory to Buyer to cover such repairabatement, (iii) Seller pays to the Buyer any applicable deductible, (iv) the damage or destruction would not permit the Tenant of such Project(s) to terminate its Lease, and (v) the repairs and restoration can be fully completed within one hundred fifty (150) days after the damage or destruction then Seller, the Buyer and Buyer shall receive a credit at proceed to Closing. If the conditions of subsections (i), (ii) (iii), (iv) and (v) above are not satisfied, then, within twenty (20) days after Seller confirms in writing to Buyer of the failure of said conditions, Buyer may elect to proceed to Closing (and Seller shall assign to the Buyer any rights of Seller to any insurance proceeds, if any), or partially terminate this Agreement as to the affected Project, however that such partial termination shall only affect the Project or Projects for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, which the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at has occurred, and this Agreement shall otherwise continue in full force and effect. Upon such partial termination, Buyer will receive 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 refund 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 Escrow Agent of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In applicable portion of 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 AgreementXxxxxxx Money.

Casualty. Risk Seller shall bear the risk of any loss or damage or destruction to any of the Property Assets from fire or other casualty shall be borne by Seller until or cause at all times prior to the Closing. In Upon the event occurrence of any minor loss or 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 material portion of the Closing Date) due Seller Assets or the Leased Real Property as a result of such fire, casualty or other causes prior to the Closing, Seller shall immediately notify Buyer of the same in writing, stating with particularity the extent of loss or damage or destruction and assume responsibility for such repairincurred, the cause thereof, if known, and Buyer shall receive a credit at Closing for any deductiblethe extent to which restoration, 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 replacement and repair of the damage Assets lost 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 destroyed will be reimbursed 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, insurance policy with respect thereto. Buyer shall have the right option, but not the obligation, exercisable within ten (10) days after receipt of such notice from Seller, to: (a) Elect to terminate consummate the Closing and accept the Assets in their “then” condition, in which event Seller shall assign to Buyer all rights under any insurance claim covering the loss and pay over to Buyer any proceeds under any such insurance policy theretofore or thereafter received by Seller with respect thereto plus any additional sums necessary to replace such Assets; or (b) Terminate this Agreement, the Deposit whereupon this Agreement shall be returned to of no further force or effect and neither Seller nor Owners nor Buyer and the parties shall have no any further rights, duties, or obligations to or recourse against each other hereunder, except for provisions that expressly survive termination of this Agreementas set forth in Section 11.02 hereof.

Casualty. Risk Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss to the Property from fire or damage by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty shall be borne and assumed by Seller until Transferor. If, prior to the Closing. In Closing any “Material Damage” (as hereinafter defined) occurs, individually or in the event aggregate, to any portion 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 Project as a result of earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty, Transferor shall immediately notify Transferee of such fact. In such event, Transferee shall have the option to terminate this Agreement upon written notice to Transferor given not later than thirty (30) days after Transferee’s receipt of such notice from Transferor. Transferee shall have no right to terminate this Agreement as a result of any 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) that does not permit any Tenant to terminate its Tenant Leaseconstitute Material Damage. In the event of such minor damage If Transferee does not elect 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 has no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit Transferor shall assign and turn over, and Transferee shall be returned entitled to Buyer receive and keep, all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or not at Transferee’s option and cost) and Transferee shall receive, as a credit against the Contribution Value, an amount equal to the deductible amount with respect to the insurance and the parties shall have no further obligations proceed to or recourse against each other except for provisions that expressly survive termination the Closing pursuant to the terms hereof without modification of the terms of this Agreement. If Transferee does not elect or has no right to terminate such affected portion of this Agreement by reason of any casualty, Transferee shall have the right to participate in any adjustment of any insurance claim. As used herein, the term “Material Damage” shall mean damage or destruction, with respect to any Property, (a) the cost of repair of which is reasonably estimated to exceed the greater of $5,000,000.00 and five percent (5%) of the value of the portion of the Contribution Value allocated to such Property pursuant to Section 2 hereof and (b) which Transferor fails to repair in full prior to the Closing.

Casualty. Risk If, prior to the Closing, the Property is damaged by fire, vandalism, acts of loss God or other casualty or cause, Sellers shall promptly give Buyer notice of any such damage (the “Damage Notice”), together with Sellers’ estimate of the cost and period of repair and restoration. In any such event: (a) in the case of damage to the Property of less than Two Million and No/100 Dollars ($2,000,000.00) and from a risk covered by insurance maintained with respect to the Property, Buyer shall take the Property at the Closing as it is together with any applicable insurance proceeds or the right to receive the same; or (b) in the case of either (i) damage to the Property of Two Million and No/100 Dollars ($2,000,000.00) or more or (ii) damage to the Property from fire a risk not covered by insurance, Buyer shall have the option of (x) taking the Property at the Closing in accordance with item (a) above or other casualty shall be borne by Seller until the Closing(y) terminating this Agreement. In the event of any minor damage or destruction If, pursuant to the preceding sentence, Buyer is either obligated or elects to take the Property as it is together with any applicable insurance proceeds or the right to receive the same, (A) Sellers agrees to cooperate with Buyer in any portion thereofloss adjustment negotiations, Seller legal actions and Buyer shall proceed agreements with the insurance company, and to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s Closing its rights under to any such insurance policies proceeds with respect to receive) such claim and will not settle 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 claims or destruction and assume responsibility for such repairlegal actions relating thereto without Buyer’s prior written consent, and Buyer which consent shall receive a credit at Closing for any deductible, uninsured not be unreasonably withheld 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 lessdelayed; and (iiB) which can be restored and repaired within 120 days an amount equal to any deductible 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 proceeds shall be returned to Buyer and credited against the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementClosing Payment.

Casualty. Risk The risk of loss or damage to the Property from by fire or other casualty otherwise, beyond ordinary wear and tear, shall be borne by upon Seller until the before Closing. In the event of , provided, however, that, any minor such loss or damage shall be adjusted as follows: (a) Seller shall notify Purchaser as to any loss or destruction damage to the Property which occurs during the Executory Period. Purchaser shall have the right to inspect such loss or any portion thereofdamage and to have its agents, Seller contractors and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closingemployees inspect such loss or damage. If, in Seller’s rights under insurance policies commercially reasonable determination, the loss or damage: (i) renders thirty percent (30%) of the usable square footage of the Property (by individual building or in the aggregate) untenantable, (ii) will cost more than $10,000,000 to receiverepair, restore or rebuild, or (iii) any insurance proceeds gives Tenant a right (including any rent loss insurance applicable unless such right is waived prior to any period on and after Closing), pursuant to either or both of the Closing Date) due Seller Leases, to terminate either or both of the Leases as a result of such damage loss or destruction and assume responsibility for such repairdamage, 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 then Purchaser shall have the right right, upon written notice to Seller delivered within fifteen (15) Business Days after Seller notifies Purchaser of any loss or damage, to terminate this Agreement, in which event, the Deposit shall be returned to Buyer Purchaser, and the parties thereafter neither party shall have no further obligations any obligation to or recourse against each the other hereunder except for provisions that as expressly provided in this Agreement. Seller’s obligation to return the Deposit to Purchaser shall survive termination of this Agreement. (b) In the event that the Property has suffered loss or damage and this Agreement is not terminated by Purchaser, then to the same extent that Seller has the right to do so under the applicable Lease, Purchaser shall have a right to participate in the settlement of any insurance proceeds relating thereto. At Closing (which shall not be delayed as a result of the loss or damage), Purchaser shall proceed to Closing and accept the Property in its then as-is condition and shall acquire, with the acquisition of the Property, Seller’s rights, if any, as set forth in the applicable Leases, to insurance proceeds covering said loss or damage and any insurance proceeds for said loss or damage already received by Seller with respect to such loss or damage to the extent not used by Seller towards the cost of settling the insurance claims (with the reasonable consent and cooperation of Purchaser) or securing or restoring the affected Property and Purchaser shall receive a credit on account of the Purchase Price in the amount of any deductible for such insurance policy.

Casualty. Risk of loss to the Property from fire or other casualty shall be borne by Seller until the Closing. In the event that any portion of the Real Estate Assets is damaged or destroyed prior to the Tender Offer Expiration Date, and if such damage or destruction would have, individually or in the aggregate, a Material Adverse Effect (after giving effect to receipt of insurance proceeds), Buyer may by written notice to Seller actually received by Seller not later than the earlier to occur of (x) 12:01 a.m. (New York time) on the Tender Offer Expiration Date and (y) the thirtieth day following Buyer's receipt of written notice of such damage or destruction (such receipt of written notice by Seller to be promptly thereafter acknowledged), terminate this Agreement, whereupon the Deposit will be returned to Buyer and thereafter this Agreement will be null and void and the parties will have no further rights or obligations hereunder. Except as otherwise expressly provided in the immediately preceding sentence, Buyer shall proceed to Closing with no reduction in the Purchase Price notwithstanding any minor damage or destruction occurring with respect to the Real Estate Assets, and Seller will deliver and/or assign to Buyer on the Closing Date any insurance proceeds with respect to such damage or destruction to the Property or any portion thereof, extent Seller and is entitled to same; provided that Buyer shall proceed be afforded reasonable opportunity by Seller to close under this Agreement and Buyer will receive (and Seller will assign participate in any discussions with third parties relating to Buyer at the Closing, Seller’s rights under insurance policies to receive) any such insurance proceeds and such insurance proceeds shall not be settled or otherwise compromised by Seller without the approval of Buyer (including not to be unreasonably withheld, conditioned or delayed). Seller shall notify Buyer of any rent loss insurance applicable damage 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 Real Estate Assets promptly after Seller learns of 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 Agreementsame.

Casualty. Risk 15.01. In the event that all or any part of loss to the Property from Office is damaged or destroyed by fire or other casualty ("CASUALTY"), this Lease shall be borne by Seller until remain in full force and effect; provided, however, that in the Closingevent the damage or destruction is so extensive as to amount to a Total Loss (as such term is defined below) of the Office or the Project, this Lease shall terminate as of the date of the Casualty. In the event this Lease is not terminated pursuant to the provisions of the immediately preceding sentence, Landlord shall repair or restore the Office provided: (i) the entire cost of repair and restoration is paid out of the proceeds of the Project's Insurance; (ii) the holders of any minor mortgages, deeds of trust, ground and master leases encumbering the Project, consent to the application of the proceeds of the Project's Insurance to the cost of repair and restoration; (iii) the damage or destruction to does not result in the Property termination of any underlying or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive ground lease; (and Seller will assign to Buyer at iv) 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 repairwas not caused, and Buyer shall receive a credit by any intentional tort, or violation of Law on the part of Tenant or any person permitted in the Office by Tenant; (v) there are at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes least three years remaining in the term of this Agreement, the Lease or any renewal 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 lessthen in effect; and (iivi) which can be restored and repaired within 120 90 days from after 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 , Landlord gives Tenant notice of Landlord's intention to terminate its Tenant Leaserepair or restore. In the event Landlord does not give the notice provided for in the immediately preceding clause (vi), Tenant or Landlord may terminate this Lease as of the date of the damage or destruction by notice given within 120 days after the date of the damage or destruction. In the event Landlord elects to repair or restore the Office subject to and in accordance with clauses (i) through (vi) of this Section 15.01, Landlord shall commence and prosecute the completion of such minor repair or restoration with reasonable diligence, taking into account the amount of time which may be required to effect a settlement with or otherwise collect the insurance proceeds from the insurer(s). In the event this Lease is not terminated as a result of the damage or destruction and Seller under any provision of this Agreement Landlord is unable obligated to repair or refuses to credit to Buyer restore the amount of such lossOffice, Seller being under no obligation to do soTenant shall reinstall and reconstruct Tenant Improvements within 45 days after the date Landlord gives Tenant notice that the Office is Ready for Occupancy, Buyer shall have and reopen 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 Office for provisions that expressly survive termination of this Agreement.LEASE - 24

Casualty. Risk Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss to the Property from or damage by earthquake, flood, landslide, fire or other casualty shall be borne and assumed by Seller. If, prior to the Closing any material part of the Improvements located on any of the Land Parcels or any other part of the Property is damaged or destroyed by earthquake, flood, landslide, fire or other casualty, Seller until the Closingshall immediately notify Buyer of such fact. In such event, Buyer shall have the event option to terminate this Agreement, either (i) in its entirety, provided that three (3) or more Projects are so affected, or (ii) as to the Project or Projects so affected only, in the same manner as provided in Section 12.1 hereof upon written notice to Seller given not later than thirty (30) days after receipt of any minor damage or destruction to the Property or any portion thereof, Seller and such notice from Seller. Buyer shall proceed have no right to close under terminate 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 any non-material damage or destruction of any portion of a Project. If Buyer does not make an election as described in Section 12.1 or has no right to terminate this Agreement, Seller shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or not at Buyer's option and assume responsibility for such repair, cost) and Buyer shall receive as a credit at against the Purchase Price an amount equal to the deductible amount with respect to the insurance and the parties shall proceed to the Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes pursuant to the terms hereof without modification of the terms 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, participate in any adjustment of 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 claim.

Casualty. Risk of loss In the event the Demised Premises or its contents are damaged or destroyed by fire or other insured casualty, (i) Lessor, to the Property from extent of the coverage of Lessor's policies of insurance, hereby waives its rights, if any, against Lessee with respect to such damage or destruction, even if such fire or other casualty shall have been caused, in whole or in part, by the negligence of Lessee, its agents, servants or employees, and (ii) Lessee, to the extent of the coverage of Lessee's policies of insurance, hereby waives its rights, if any, against Lessor with respect to such damage or destruction, even if such fire or other casualty shall have been caused, in whole or in part, by the negligence of Lessor, its agents, servants, or employees; provided, however, such waivers of subrogation shall be borne by Seller until effective only with respect to loss or damage occurring during such time as Lessor's or Lessee's policies of insurance (as the Closingcase may be) shall contain a clause or endorsement providing in substance that the aforesaid waiver of subrogation shall not prejudice the type and amount of coverage under such policies or the right to Lessor or Lessee (as the case may be) to recover thereunder. If, at any time, Lessor's or Lessee's insurance carrier refuses to write insurance which contains a consent to the foregoing waiver of subrogation, Lessor or Lessee, as the case may be, shall notify the other party thereof in writing and upon the giving of such notice, the provisions of this Section shall be null and void as to any casualty which occurs after such notice. If Lessor's or Lessee's insurance carrier shall make a charge for the incorporation of the aforesaid waiver of subrogation in its policies, then the party requesting the waiver shall promptly pay such charge to the other party, upon demand. In the event of any minor damage or destruction the party requesting the waiver fails 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 pay 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 Agreementcharge upon demand, 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 other party shall be returned to Buyer and the parties shall have no further released of its obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementsupply such waiver.

Casualty. Risk of loss If prior to the Closing the Property from is damaged or destroyed, but not materially damaged or destroyed, by fire or other casualty casualty, Buyer shall be borne required to perform this Agreement and, except to the extent such amount has been paid to Tenant under the Lease, shall be entitled to the casualty insurance proceeds payable to Seller with respect thereto (including without limitation any business income, rent loss or like insurance proceeds relating to Property income lost or abated for periods following Closing (such lost or abated income, the “Lost Income”)) under the policies of insurance maintained by Seller until (collectively, the Closing. In “Insurance Proceeds”) and a credit against the event Purchase Price in the amount of any minor applicable insurance deductible. If the Property is materially damaged or destroyed by fire or other casualty, Buyer may terminate this Agreement on written notice to Seller given within ten (10) business days after receiving notice of the occurrence of such fire or casualty. If Buyer shall exercise such option to terminate, it shall be deemed that Buyer terminated this Agreement pursuant to Section 3.3 and the rights of the parties shall be as set forth therein. If Buyer does not exercise such option to terminate, this Agreement shall remain in full force and effect in accordance with its terms and, except to the extent such amount has been paid to Tenant under the Lease, Buyer shall be entitled to the Insurance Proceeds and a credit against the Purchase Price in the amount of any applicable insurance deductible. For purposes hereof, the Property shall be deemed “materially damaged or destroyed” if (i) the Estimated Repair Cost is greater than $125,000.00, (ii) if such damage or destruction will entitle any Tenant to terminate its Lease or permanently axxxx its rent in whole or in part, (iii) if the Property damage or any portion thereofdestruction is not covered by Seller’s insurance or if such insurance is not for full replacement cost, Seller and Buyer or (iv) if Buyer’s lender shall proceed refuse to close under this Agreement and Buyer will receive (and Seller will assign consummate the loan 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 Prior to the Closing, and notwithstanding the pendency of this Agreement, the entire risk of loss to the Property from or damage by earthquake, flood, landslide, fire or other casualty shall be borne and assumed by Seller until the ClosingSeller, except as otherwise provided in this Section 13.1. In the event of any minor damage or destruction If, 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 part of the Closing Date) due Real Property is damaged or destroyed by earthquake, flood, landslide, fire or other casualty, Seller as a result shall immediately notify Buyer of such fact. If such damage or destruction and assume responsibility for such repairis “material”, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policieshave the option to terminate this Agreement upon notice to Seller given not later than ten (10) days after receipt of Seller’s notice. For purposes of this AgreementSection 13.1, the term “minor damage or destructionmaterial” shall mean such instances of be deemed to be any damage or destruction (i) which can where the costs of repair or replacement is estimated to be repaired or restored at a cost of Two Three Hundred Thousand and No/100 Dollars ($200,000.00) 300,000.00), or less; and more, (ii) which can be restored and repaired within 120 Seller reasonably estimates shall take more than ninety (90) days from the date of such damage or destruction; and to repair, (iii) which results in which Seller’s rights under its rent loss insurance policy covering access to or parking on the Real Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and being adversely affected in a material respect, (iv) does not permit which damage results in the Real Property failing to comply in a material respect with zoning or any covenants, conditions, or restrictions affecting the Real Property, (v) which damage entitles the Tenant to terminate its Tenant the Lease, or (vi) where the cost of repair or replacement is uninsured by an amount in excess of Ten Thousand Dollars ($10,000). In the event case of such minor damage an uninsured loss, Seller, at its election, shall be entitled (but not required) to pay (or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer against the Purchase Price) the amount of such lossthe excess (i.e., Seller being under no obligation in excess of $10,000) and, thereby, nullify the option of Buyer otherwise existing to do soterminate this Agreement. If Buyer does not exercise this option to terminate this Agreement, Buyer or the casualty is not material, neither party shall have the right to terminate this Agreement, the Deposit but Seller shall assign and turn over to Buyer, and Buyer shall be returned entitled to Buyer receive and keep all insurance proceeds payable to it with respect to such destruction (but not in excess of the Purchase Price) and the parties shall have no further obligations proceed to or recourse against each other except for provisions that expressly survive termination the Closing pursuant to the terms hereof without modification of the terms of this AgreementAgreement and without any reduction in the Purchase Price provided that Buyer shall be entitled to a credit at Closing against the Purchase Price in an amount equal to any deductible with respect to any applicable insurance coverage (exclusive, however, of any deductible relating to a casualty resulting from earthquake or flood). If Buyer does not elect to terminate this Agreement by reason of any casualty, Buyer shall have the right to participate in any adjustment in the insurance claim. If Buyer does terminate this Agreement pursuant to this Section 13.1, this Agreement shall terminate, all rights and obligations hereunder of each party shall be at an end (except those matters which are specifically stated in this Agreement to survive the termination) and the Escrow Agent is hereby instructed to return promptly to the party which placed such items into Escrow all funds (including the Deposit which is to be promptly returned to Buyer) and documents which are held by the Escrow Agent on the date of termination.

Casualty. Risk of loss If, prior to the Closing Date, all or a Significant Portion of any of the Real Property from and Improvements is destroyed or damaged by fire or other casualty shall casualty, Seller will notify Buyer in writing of such casualty. Buyer will have the option to terminate this Agreement upon advance written notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice. If this Agreement is terminated, the Xxxxxxx Money and all interest accrued thereon will be borne by returned to Buyer and thereafter neither Seller until nor Buyer will have any further rights or obligations to the Closingother hereunder except with respect to the Termination Surviving Obligations. In If Buyer does not elect to terminate this Agreement, or less than a Significant Portion of the event of any minor Real Property and Improvements is destroyed or damaged as aforesaid, Seller will not be obligated to repair 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 but (and a) Seller will assign and turn over 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 for the Closing Date) due Seller as a result repair of such damage or destruction net of any sums expended by Seller toward the restoration or repair of the Property and assume responsibility for reasonable collection costs (or if such repairhave not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty up to the amount of the Purchase Price and (b) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Buyer shall will 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 Leasedeductible amount. In the event Seller elects to perform any repairs as a result 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 lossa casualty, Seller being will be entitled to deduct its costs and expenses from any amount to which Buyer is entitled under no obligation to do sothis Section 11.1, Buyer which right shall have survive 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 (a) If prior to the Subsequent Closing, the Property is damaged or destroyed by fire or other casualty, the Contributor’s Representative shall promptly, but in any event within five (5) Business Days and prior to the Subsequent Closing, notify the Partnership of the same (the “Casualty Notice”). If the cost of restoring the damage to the Property is less than One Hundred Thousand Dollars ($100,000.00), the Partnership shall be obligated to acquire the Interests notwithstanding the occurrence of the damage or destruction and upon the Subsequent Closing, the Partnership shall receive a credit against the Agreed Contribution Value in the amount (net of collection costs and costs of repair reasonably incurred by the Contributor and not then reimbursed) of any insurance proceeds collected and retained by the Contributor or the Contributed Entity as a result of any such damage or destruction plus (in the case of damage) the amount of the deductible portion of the applicable Person’s insurance policy and the Contributor shall cause the applicable Person to assign to the Partnership all rights to such insurance proceeds as shall not have been collected prior to the Subsequent Closing. (b) If the cost of restoring the damage to the Property is One Hundred Thousand Dollars ($100,000.00) or more, the Partnership may elect within fifteen (15) Business Days of its receipt of the Casualty Notice, together with the documented estimated costs of restoring the damage, and the Subsequent Closing Date shall, if necessary, be extended to give the Partnership the benefit of the entire fifteen (15) Business Day period, either (x) to terminate this Agreement by notifying the Contributor in writing whereupon the Contributor and the Partnership shall have no further obligations or liabilities hereunder except for those obligations or liabilities which expressly survive the termination of this Agreement, or (y) to consummate the transactions contemplated hereby, notwithstanding the occurrence of the damage or destruction and upon the Subsequent Closing, the Partnership shall receive a credit against the Agreed Contribution Value in the amount (net of collection costs and costs of repair reasonably incurred by the Contributor and not then reimbursed) of any insurance proceeds collected and retained by the Contributor or the Contributed Entity as a result of any such damage or destruction or otherwise denied to the Partnership by the insurance provider plus (in the case of damage) the amount of the deductible portion of the applicable Person’s insurance policy and the Contributor shall cause the applicable Person to assign to the Partnership all rights to such insurance proceeds as shall not have been collected prior to the Subsequent Closing. Failure of the Partnership to give such notice within the time prescribed above shall be deemed an election by the Partnership to proceed in accordance with clause (x) above. (c) The risk of loss to the Property from fire or other casualty shall be borne by Seller until pass to the Partnership upon the Initial Closing. . (d) In the event of any minor damage or destruction a disagreement between the Contributor’s Representative and the Partnership as to whether a casualty satisfies a threshold set forth in this Section 2.4, the determination of the independent insurance adjuster pursuant 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, Sellerapplicable Person’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 casualty 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 Agreementbinding.

Casualty. Risk of loss to the Property from fire or other casualty shall be borne by Seller until the Closing. (a) In the event of any minor damage the total or partial destruction to of the Property Premises by fire or any portion thereofother casualty, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closinginsurance proceeds, 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 if any, which as a result of such destruction are payable under the fire and extended coverage insurance to be maintained by Landlord shall be payable to, and be the sole property of, Landlord. Landlord shall rebuild, repair and restore the Premises and/or the Building to substantially the same condition as existed prior to the casualty; provided, however, that Landlord shall be obligated to rebuild or restore the alterations, additions or improvements made by Tenant to the Premises only to the extent that such are covered by the policy of fire and extended coverage insurance to be maintained by Landlord. Notwithstanding the foregoing, in the event that (i) the Premises and/or the Building are so destroyed that the Premises cannot reasonably be restored within one hundred eighty (180) days after the date of the damage or destruction, (ii) the damage or destruction is not covered by the policy of fire and assume responsibility for such repair, extended coverage insurance to be maintained by Landlord and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, Landlord does not undertake to restore the term “minor damage or destruction” shall mean such instances of damage or destruction Premises and/or the Building within ninety (i90) 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 after the date of such damage or destruction; and , or (iii) in which Seller’s rights under the insurance proceeds (reduced by any application thereof by Landlord's mortgagee to its rent loss insurance policy covering the Property (or portions thereofmortgage) are assignable to Buyer and will continue pending insufficient for restoration and repair of the Premises and/or the Building and Landlord does not undertake such restoration within ninety (90) days after the date of such damage or destruction; , then Landlord shall not be obligated to restore the Premises and/or the Building or any portion thereof, and either Landlord or Tenant may then terminate and cancel this Lease upon thirty (iv30) does days written notice to the other, and all obligations hereunder except those then due or matured shall thereupon cease and terminate. Monthly Rent shall proportionately xxxxx during the time that the Premises or any part thereof is unusable by reason of any casualty damage thereto. (b) In the event the Lease is not permit terminated following any Tenant such fire or other casualty, then, Landlord shall repair, rebuild and/or restore the Premises and/or the Building as nearly as possible to terminate its Tenant Leasethe same condition as existed prior to the fire or other casualty. In the event such repairs, rebuilding and/or restoration following any such fire or casualty shall not be completed within one hundred eighty (180) days following the date of such minor damage the fire or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such lossother casualty, Seller being under no obligation to do so, Buyer shall have the right to Tenant may terminate this Agreement, the Deposit Lease immediately upon written notice to Landlord. All such repairs and/or restoration shall be returned to Buyer done in accordance with all applicable laws, ordinances, rules and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination regulations of this Agreementany applicable governmental authority.

Casualty. Risk of loss If the Improvements are damaged by one or more casualties prior to the Property from fire Closing and such casualties, in the aggregate, result in loss 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 in an 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 valued greater than Four Hundred Fifty 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 loss450,000.00), Seller being under no obligation to do so, then Buyer shall have the right sole option to elect either to: (a) acquire the Property as is (without reduction in the Purchase Price) on the Closing Date, plus an assignment without recourse or credit of any insurance proceeds payable to Seller by virtue of such loss or damage plus a credit for any deductible under said policy; or (b) terminate this AgreementAgreement and, subject to Section 3.6, receive back the Deposit shall be returned to (and any interest accrued thereon), in which event Seller and Buyer and the parties shall have no further obligations to or recourse against each other under this Agreement except for those provisions that which expressly survive the termination of this Agreement. Such right must be exercised within ten (10) days from the date Seller provides Buyer with notice of the loss of the event giving rise to such right. If Buyer fails to provide notice of an election, then Buyer shall have been deemed to elect under clause (b) above. Notwithstanding the foregoing, if the Improvements are damaged by casualty prior to the Closing and the casualty does not result in loss or damage in an amount valued greater than Four Hundred Fifty Thousand and No/100 Dollars ($450,000.00), then Buyer shall be required to acquire the Property as is (without reduction in the Purchase Price) on the Closing Date; provided, however, Buyer shall receive an assignment without recourse or credit of any insurance proceeds payable to Seller by virtue of such loss or damage plus a credit for any deductible under said policy.

Casualty. Risk (a) In the event of loss to the Property from a fire or other casualty prior to Closing which causes damage to all or any part of the Property which in the opinion of an architect selected by the Seller and reasonably approved by the Purchaser ("Casualty Architect") is in an amount equal to or less than One Hundred Thousand and No/ 100 Dollars ($100,000.00), prior to Closing the Seller shall cause the Property to be fully and promptly repaired and restored to its condition immediately prior to the occurrence of such fire or other casualty and the Closing shall proceed in accordance with this Agreement, except that the Closing shall be borne delayed until fifteen (15) days after the substantial completion of such repairs and restoration, as reasonably determined by the Casualty Architect. (b) In the event of a fire or other casualty prior to the Closing which causes damage to all or any part of the Property which in the opinion of the Casualty Architect is in an amount in excess of One Hundred Thousand and No/100 Dollars ($100,000.00), the Purchaser shall have the right to cancel and terminate this Agreement by notice to the Seller until in writing within ten (10) days after receiving notice of such damage, but in no event later than the date of the Closing. In the event of any minor damage or destruction such an election by the Purchaser, this Agreement shall terminate, the Earnxxx Money shall be immediately returned 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 repairPurchaser, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes thereafter each 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 be relieved of and from all further obligations arising hereunder other than for such obligations as are intended to or recourse against each other except for provisions that expressly survive the termination of this Agreement. If the Purchaser does not timely make such an election, then this Agreement shall remain in full force and effect and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such damage, without a reduction of the Purchase Price. If Purchaser so elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to settle the loss under all policies of insurance applicable to the damage and receive the proceeds of insurance applicable thereto, and Seller shall, at Closing and thereafter, execute and deliver to Purchaser or its authorized representative all required proofs of loss, assignments of claims and other similar items. (c) The Seller represents to the Purchaser that the Seller presently has the Property insured against fire and other hazards in an amount equal to $16,861,000. The Seller shall maintain such insurance coverage through the date of the Closing. The Seller shall bear the risk of loss or damage to the Property until transfer of title to the Property to the Purchaser. (d) The Seller shall promptly give the Purchaser notice of any fire or other casualty affecting all or any portion of the Property from the Effective Date of this Agreement through the date of the Closing.

Casualty. Risk of loss If the Property is damaged by casualty prior to the Property from fire Closing and either (i) the casualty is uninsured and results in loss or other damage in an amount valued greater than Fifty Thousand Dollars ($50,000.00); (ii) the casualty is insured and results in loss or damage in an amount valued greater than Five Hundred Thousand Dollars ($500,000.00); or (iii) the nature of such casualty results in a circumstance whereby a Tenant under the Tenant Leases may terminate its Tenant Lease or receive a rent abatement, then Buyer, in its sole and absolute discretion, shall be borne by Seller until have the Closing. In the event of any minor damage or destruction sole option to elect either to: (a) acquire the Property as is (without reduction in the Purchase Price), plus an assignment from Seller without recourse 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) credit of 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 virtue of such loss or damage or destruction plus a credit for any deductible under said policy and assume responsibility for such repairany uninsured loss. If the casualty is uninsured, and Buyer shall receive a credit at Closing for any deductible, the uninsured or coinsured loss in an 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 up to Fifty Thousand and No/100 Dollars ($200,000.0050,000.00); or (b) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) terminate this Agreement upon written notice to Seller, in which Seller’s rights under its rent loss insurance policy covering event 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 entire Deposit shall be promptly returned to Buyer and the parties shall have no further obligations to or recourse against each other obligations, except for provisions that those which expressly survive termination of this Agreement. Such right must be exercised within thirty (30) days from earlier of the date Seller provides Buyer with notice of the loss of the event giving rise to such right or the date of Buyer’s knowledge of the casualty. If Buyer fails to provide notice of an election, then Buyer shall have been deemed to elect (a) above. Notwithstanding anything set forth herein to the contrary, if Seller is in default or breach at the time of any such termination, Seller shall remain liable for breach or default as otherwise set forth in this Agreement.

Casualty. Risk of loss If, prior to the Property from fire Closing, the Hospital's facilities or other casualty shall be borne by Seller until the Closing. In the event of any minor Assets sustain damage or destruction that SCH has not repaired 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 receivethen the following provisions shall apply: (a) any insurance proceeds If -- (including any rent loss insurance applicable to any period on and after the Closing Datei) due Seller as a result of such damage or destruction and assume responsibility results in any Hospital facility being unusable for such repairits current purpose, 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 or (ii) which can be restored and repaired within 120 days from the date of cost to repair such damage or destruction; , or to replace such damaged or destroyed facilities or other Assets (collectively, the "Cost to Repair"), is greater than $1,000,000 and Seller or SCH does not have insurance coverage therefor, then Buyer may elect either (iii1) in which Seller’s rights under its rent loss insurance policy covering to terminate this Agreement and all obligations ofthe parties hereunder or (2) to complete the Property (or portions thereof) are assignable transactions contemplated herein and receive as a credit to Buyer and will continue pending restoration and the Purchase Price the amount of such Cost to Repair andthereafter Seller shall have no obligation to repair of the such damage or destruction; and ; (ivb) If subparagraph (a) does not permit apply, then: (i) If Seller or SCH has insurance coverage for the Cost to Repair any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and no other party with a contractual right to any of such proceeds objects, then Buyer may elect either (1) to receive from Seller under any provision or SCH all of this Agreement is unable the proceeds of such insurance paid or refuses payable and pay to credit Seller the full Purchase Price hereunder or (2) to Buyer allow Seller or SCH to retain all such insurance proceeds subject to a reduction of the Purchase Price in the amount of such lossinsurance proceeds; and (ii) If and to the extent that the Cost to Repair any damage or destruction is not covered by insurance, Seller being under no obligation including without limitation costs that are subject to do soa deductible or self-insured retention, Buyer shall have then the right to terminate this Agreement, the Deposit Purchase Price shall be returned reduced by an amount equal to Buyer and that portion of the parties shall have no further obligations Cost to Repair such damage or recourse against each other except for provisions destruction that expressly survive termination of this Agreementis not covered by insurance.

Casualty. Risk Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss to the Property from or damage by earthquake, hurricane, tornado, flood, landslide, fire or other casualty shall be borne and assumed by Seller until the ClosingIWRA. In the event of any minor damage or destruction If, prior to the Property or Closing any "Material Damage" (as hereinafter defined) occurs to any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at 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 Property as a result of earthquake, hurricane, tornado, flood, landslide, fire or other casualty, IWRA shall immediately notify HBR of such fact. In such event, HBR shall have the option to terminate this Agreement upon written notice to IWRA given not later than thirty (30) days after HBR's receipt of such notice from IWRA. Upon such termination, the parties shall equally share the cancellation charges, if any, of Escrow Agent and Title Company, and neither party shall have any further rights or obligations hereunder, other than pursuant to Sections 4.1.2 and 8.7 and Article 15 hereof. HBR shall have no right to terminate this Agreement as a result of any damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for of any deductible, uninsured or coinsured amount under said insurance policies. For purposes portion 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) that does not permit any Tenant to terminate its Tenant Leaseconstitute Material Damage. In the event of such minor damage If HBR does not elect 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 has no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit IWRA shall assign and turn over, and HBR shall be returned entitled to Buyer receive and keep, insurance proceeds relating to damage to the Property (other than any insurance proceeds with respect to the Gaming Equipment) payable with respect to such damage or destruction (which shall then be repaired or not at HBR's option and cost) and HBR shall receive, as a credit against the Consideration, an amount equal to the deductible amount with respect to the insurance and the parties shall have no further obligations proceed to or recourse against each other except for provisions that expressly survive termination the Closing pursuant to the terms hereof without modification of the terms of this Agreement. If HBR does not elect or has no right to terminate this Agreement by reason of any casualty, HBR shall have the right to participate in any adjustment of any insurance claim. As used herein, the term "MATERIAL DAMAGE" shall mean damage or destruction, the cost of repair of which exceeds $100,000.

Casualty. Risk The risk of loss to the Property from Properties until the Closing Date shall be on the Seller. Damage to the Properties by fire or other insured-against casualty between the date hereof and the time of the Closings shall be borne by Seller until not impair the Closing. In the event obligations of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close either party 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, but if any damage occurs which will require repairs in excess of $50,000.00 to repair, the term “minor damage or destruction” shall mean such instances Buyer may, within ten (10) Business Days after receipt 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 written notice 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 lossdamage, Seller being under no obligation to do so, Buyer shall have the right elect to terminate this Agreement. If the Buyer does not terminate this Agreement within such ten (10) Business Day period, then the Closings shall take place as herein provided and the proceeds of any insurance policies with respect to the Properties (and any deductible thereunder) paid to the Seller between the date of this Agreement and the Closings, less any amounts (a) actually and reasonably expended or incurred by the Seller in adjusting any insurance claim (including, without limitation, reasonable attorney’s fees and expenses); provided that the Seller prior to incurring such costs obtain the consent of the Buyer, and/or (b) actually and reasonably incurred or expended by or for the account of the Seller including, without limitation, the Deposit cost of any compliance with laws, protective restoration or emergency repairs made by or on behalf of the Seller (to the extent the Seller has not theretofore been reimbursed by its insurance carriers for such expenditures), shall be returned credited against the Purchase Price at the Closing Date, unless the Properties are restored and all unpaid claims and rights in connection with such damage and/or loss shall be assigned by the Seller to the Buyer and at Closing without in any manner affecting 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 Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss to the Property from fire or damage by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty shall be borne and assumed by Seller until Sellers. If, prior to the ClosingClosing any "Material Damage" (as hereinafter defined) occurs to any portion of any Property as a result of earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty, Sellers shall immediately notify Buyer of such fact. In the event of any minor damage or destruction to the Property or any portion thereofthat there is Material Damage that is uninsured, Seller and Buyer shall proceed have the option to close under terminate this Agreement upon written notice to Sellers given not later than ten (10) days after Buyer's receipt of such notice from Sellers. Upon such termination, Escrow Agent shall return the Deposit to Buyer, the parties shall equally share the cancellation charges, if any, of Escrow Agent and Buyer will receive (Title Company, and Seller will assign to Buyer at the Closingneither party shall have any further rights or obligations hereunder, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable other than pursuant to any period on and after provision hereof which expressly survives the Closing Date) due Seller termination of this Agreement. Buyer shall have no right to terminate this Agreement as a result of any damage or destruction of any portion of any Property that does not constitute Material Damage (or that does constitute Material Damage but is insured). If Buyer does not elect or has no right to terminate this Agreement, Sellers shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or not at Buyer's option and assume responsibility for such repair, cost) and Buyer shall receive receive, as a credit at against the Purchase Price, an amount equal to the deductible amount with respect to the insurance and the parties shall proceed to the Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes pursuant to the terms hereof without modification of the terms 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 . If Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant elect or has no right 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 by reason of such loss, Seller being under no obligation to do soany casualty, Buyer shall have the right to terminate this Agreementparticipate in any adjustment of any insurance claim. As used herein, the Deposit term "Material Damage" shall be returned mean damage or destruction to Buyer and any Property, the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination cost of this Agreementrepair of which exceeds $500,000.00.

Casualty. Risk Seller will bear the risk of any loss or damage to the Property Sale Assets resulting from fire fire, theft or other casualty shall be borne by Seller until (except reasonable wear and tear) at all times prior to the Closing. In If any such loss or damage is sufficiently substantial so as to cause the event Stations, or either of them, to be off the air for more than seven (7) consecutive days or fifteen (15) total days, whether or not consecutive ("Substantial Casualty"), then Seller will immediately notify Buyer in writing of that fact and Buyer, at any time within 15 business days after receipt of such notice ("Casualty Termination Period"), may elect by written notice to Seller to terminate this Agreement. If Buyer elects to so terminate this Agreement, Buyer and Seller will stand fully released and discharged of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close all obligations under this Agreement (provided Seller shall remain liable for its obligations pursuant to Section 10.2(b)). If Buyer does not elect to so terminate this Agreement within the Casualty Termination Period, then, without waiving any of its rights hereunder, the Substantial Casualty shall not serve as a basis to terminate this Agreement and Buyer there will receive (and be no adjustment in the consideration payable to Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any on account of such loss or damage. All insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller payable as a result of the occurrence of the Substantial Casualty (to the extent not used to replace or restore such damage lost or destruction and assume responsibility for damaged property) will be delivered by Seller to Buyer, or the rights to such repairproceeds will be assigned by Seller to Buyer if not yet paid over 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, 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 Seller will pay to Buyer and will continue pending restoration and repair of an amount equal to 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 difference between 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 insurance proceeds and the parties shall have no further obligations to full replacement cost of the damaged or recourse against each other except for provisions that expressly survive termination of this Agreementlost Sale Assets.

Casualty. Risk In the event that any of loss to the Property from is damaged or destroyed by fire or other casualty shall be borne by Seller until the prior to 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 promptly notify Purchaser of such damage or destruction; . If the reasonably estimated cost of the Repairs with respect to such damage or destruction exceeds ten percent (10%) of the Purchase Price or if the proceeds from the insurance policies maintained by Seller for the Property plus Seller’s deductible under such policies are insufficient to cover the cost of repair and (iii) replacement, Purchaser may elect by written notice to Seller to terminate this Agreement and receive a return of the Deposit from Seller, minus the Independent Consideration, and neither party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement. Subject to such termination right, the parties shall consummate the Transaction in accordance with the terms of this Agreement for the Purchase Price, notwithstanding any such damage or destruction, in which case (a) Seller shall assign to Purchaser at Closing all of Seller’s rights under its rent loss and obligations with respect to the insurance policy covering the Property (or portions thereof) are assignable claims related to Buyer and will continue pending restoration and repair of the such damage or destruction; , (b) Purchaser shall receive a credit against the Purchase Price at Closing for all insurance proceeds paid to Seller pertaining to such claim and for any deductible payable by Seller in connection therewith less the sum of (i) any out-of-pocket costs reasonably incurred by Seller in pursuing or collecting such claim and (ivii) does any amounts which may already have been spent by Seller for Repairs in accordance with Section 11.2. Seller shall 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 Agreementsettle any claims related to any such damage or destruction without Purchaser’s prior written consent, the Deposit which consent shall not be returned to Buyer and the parties shall have no further obligations to unreasonably withheld, conditioned or recourse against each other except for provisions that expressly survive termination of this Agreementdelayed.

Casualty. Risk (a) If prior to the Subsequent Closing, the Property is damaged or destroyed by fire or other casualty, the Contributors’ Representative shall promptly, but in any event within five (5) Business Days and prior to the Subsequent Closing, notify the Partnership of the same (the “Casualty Notice”). If the cost of restoring the damage to the Property is less than One Hundred Thousand Dollars ($100,000.00), the Partnership shall be obligated to acquire the Interests notwithstanding the occurrence of the damage or destruction and upon the Subsequent Closing, the Partnership shall receive a credit against the Agreed Contribution Value in the amount (net of collection costs and costs of repair reasonably incurred by the Contributors and not then reimbursed) of any insurance proceeds collected and retained by the Contributors or the Contributed Entity as a result of any such damage or destruction plus (in the case of damage) the amount of the deductible portion of the applicable Person’s insurance policy and the Contributors shall cause the applicable Person to assign to the Partnership all rights to such insurance proceeds as shall not have been collected prior to the Subsequent Closing. (b) If the cost of restoring the damage to the Property is One Hundred Thousand Dollars ($100,000.00) or more, the Partnership may elect within fifteen (15) Business Days of its receipt of the Casualty Notice, together with the documented estimated costs of restoring the damage, and the Subsequent Closing Date shall, if necessary, be extended to give the Partnership the benefit of the entire fifteen (15) Business Day period, either (x) to terminate this Agreement by notifying the Contributors in writing whereupon the Contributors and the Partnership shall have no further obligations or liabilities hereunder except for those obligations or liabilities which expressly survive the termination of this Agreement, or (y) to consummate the transactions contemplated hereby, notwithstanding the occurrence of the damage or destruction and upon the Subsequent Closing, the Partnership shall receive a credit against the Agreed Contribution Value in the amount (net of collection costs and costs of repair reasonably incurred by the Contributors and not then reimbursed) of any insurance proceeds collected and retained by the Contributors or the Contributed Entity as a result of any such damage or destruction or otherwise denied to the Partnership by the insurance provider plus (in the case of damage) the amount of the deductible portion of the applicable Person’s insurance policy and the Contributors shall cause the applicable Person to assign to the Partnership all rights to such insurance proceeds as shall not have been collected prior to the Subsequent Closing. Failure of the Partnership to give such notice within the time prescribed above shall be deemed an election by the Partnership to proceed in accordance with clause (x) above. (c) The risk of loss to the Property from fire or other casualty shall be borne by Seller until pass to the Partnership upon the Initial Closing. . (d) In the event of any minor damage or destruction a disagreement between the Contributors’ Representative and the Partnership as to whether a casualty satisfies a threshold set forth in this Section 2.4, the determination of the independent insurance adjuster pursuant 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, Sellerapplicable Person’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 casualty 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 Agreementbinding.

Casualty. DAMAGE OR DESTRUCTION OF PROPERTY. 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 immaterial damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (agreement, and Seller will assign to Buyer at the Closing, closing Seller’s rights under insurance policies to receive) receive any insurance proceeds due Seller as a result of said damage or destruction, less any amounts reasonably expended for restoration and collection of proceeds. For purposes of this agreement, the term “immaterial damage or destruction” shall mean any one or more of the following such instances of damage or destruction of the Property: (including 1)Damage which can be repaired or restored at a cost of one hundred thousand Dollars ($100,000.00) or less; or (2)Damage which can be restored and repaired within one hundred eighty (180) days from the date of such damage or destruction. In the event of any rent loss insurance applicable material damage or destruction to the Property or any period on portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) days after Buyer is notified by Seller of such damage or destruction (and after if necessary the Closing DateDate shall be extended to give Buyer the full 10 day period to make such election): (i) terminate this agreement, whereupon the escrow agent shall immediately return the Deposit to Buyer, or (ii) proceed to close under this agreement, receive any insurance proceeds due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration and collection of proceeds), and assume responsibility for such repair. If Buyer fails to deliver to Seller notice of its election within the period set forth above, and Buyer shall receive a credit at Closing for any deductiblewill conclusively be deemed to have elected to proceed with the Closing. If Buyer elects (or is deemed to have elected) to proceed to Closing, uninsured or coinsured amount under said Seller will cooperate with Buyer after closing to assist Buyer in obtaining the insurance policiesproceeds from the insurers of Seller. For purposes of this Agreement, the term agreement “minor material damage or destruction” shall mean such all 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) that 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“immaterial”, 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 Agreementas defined herein.

Casualty. Risk Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss to the Property from or damage by earthquake, hurricane, tornado, flood, landslide, fire or other casualty shall be borne and assumed by Seller until the ClosingSellers. In the event of any minor damage or destruction If prior to the Property or Closing any Material Damage (as hereinafter defined) occurs to any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at 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 Property as a result of earthquake, hurricane, tornado, flood, landslide, fire or other casualty, Sellers shall immediately notify Purchaser of such fact. In such event, Purchaser shall have the option to terminate this Agreement upon written notice to Sellers given not later than thirty (30) days after Purchaser’s receipt of such notice from Sellers. Upon such termination, Escrow Agent shall return the Deposit to Purchaser, the parties shall equally share the cancellation charges, if any, of Escrow Agent and Title Company, and neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement. Purchaser shall have no right to terminate this Agreement as a result of any damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for of any deductible, uninsured or coinsured amount under said insurance policies. For purposes portion 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) that does not permit any Tenant to terminate its Tenant Leaseconstitute Material Damage. In the event of such minor damage If Purchaser does not elect 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 has no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit Sellers shall assign and turn over, and Purchaser shall be returned entitled to Buyer receive and keep, all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or not at Purchaser’s option and cost) and Purchaser shall receive, as a credit against the Purchase Price, an amount equal to the deductible amount with respect to the insurance and the parties shall have no further obligations proceed to or recourse against each other except for provisions that expressly survive termination the Closing pursuant to the terms hereof without modification of the terms of this Agreement. If Purchaser does not elect or has no right to terminate this Agreement by reason of any casualty, Purchaser shall have the right to participate in any adjustment of any insurance claim. As used herein, the term “Material Damage” shall mean damage or destruction, the cost of repair of which exceeds Three Million and 00/100 ($3,000,000.00) Dollars.

Casualty. Risk of loss If, prior to the Property from fire Closing, the Hospital's facilities or other casualty shall be borne by Seller until the Closing. In the event of any minor Assets sustain damage or destruction that BCG has not repaired 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 receivethen the following provisions shall apply: (a) any insurance proceeds If -- (including any rent loss insurance applicable to any period on and after the Closing Datei) due Seller as a result of such damage or destruction and assume responsibility results in any Hospital facility being unusable for such repairits current purpose, 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 or (ii) which can be restored and repaired within 120 days from the date of cost to repair such damage or destruction; , or to replace such damaged or destroyed facilities or other Assets (collectively, the "Cost to Repair"), is greater than $1,000,000 and Seller or BCG does not have insurance coverage therefor, then Buyer may elect either (iii1) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer terminate this Agreement and will continue pending restoration and repair all obligations of the damage parties hereunder or destruction; (2) to complete the transactions contemplated herein 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 receive as a credit to Buyer the Purchase Price the amount of such loss, Cost to Repair and thereafter Seller being under shall have no obligation to do sorepair such damage or destruction; (b) If subparagraph (a) does not apply, then: (i) If Seller or BCG has insurance coverage for the Cost to Repair any damage or destruction, then Buyer shall have may elect either (1) to receive from Seller or BCG all of the right proceeds of such insurance paid or payable and pay to terminate this AgreementSeller the full Purchase Price hereunder or (2) to allow Seller or BCG to retain all such insurance proceeds subject to a reduction of the Purchase Price in the amount of such insurance proceeds; and (ii) If and to the extent that the Cost to Repair any damage or destruction is not covered by insurance, including without limitation costs that are subject to a deductible or self-insured retention, then the Deposit Purchase Price shall be returned reduced by an amount equal to Buyer and that portion of the parties shall have no further obligations Cost to Repair such damage or recourse against each other except for provisions destruction that expressly survive termination of this Agreementis not covered by insurance.

Casualty. Risk If, prior to Closing any part of loss to the Property from fire is damaged 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 thereofdestroyed, Seller and shall immediately notify 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 fact. If such damage or destruction is a Material Casualty (as hereinafter defined), Buyer shall have the option to terminate this Agreement by delivering written notice to Seller not later than 30 days after delivery of any such notice from Seller. As used herein "Material Casualty" shall mean any damage or destruction which results in either (i) the cost of repairing such damage or destruction being equal to or greater than $500,000, as reasonably determined by Buyer, or (ii) the amount of time required to repair such damage or destruction being equal to or greater than 30 days, as reasonably determined by Buyer. If Buyer does not elect to terminate this Agreement or if a non-Material Casualty shall occur, Seller shall assign and assume responsibility for such repairturn over, and Buyer shall be entitled to receive a credit at Closing for any deductibleand keep, uninsured or coinsured amount under said all insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean proceeds payable with respect to such instances of damage or destruction (i) which can shall then be repaired or restored not at a cost of Two Hundred Thousand Buyer's sole option 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 cost), plus Seller shall pay over to Buyer an amount equal to the deductible amount with respect to the insurance or uninsured amount and will continue pending restoration and repair [500 Xxxxxxx Xxxxxx] 00 (X) Xxxxxxxxxx Xxxx Xxxxxx Equities, Inc. 1999 the parties shall proceed to Closing pursuant to the terms hereof without modification 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 terms of this Agreement is unable and without any reduction in the Purchase Price. If Buyer does not elect to terminate this Agreement or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do soif a non-Material Casualty shall occur, Buyer shall have the right to terminate this Agreementparticipate in any adjustment of the insurance claim and Seller shall not compromise, the Deposit shall settle or adjust any such claim without Buyer's prior written consent (which consent may be returned to Buyer withheld in Buyer's sole and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementabsolute discretion).

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 (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and Buyer Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured deductible 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 of the Property: (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 one hundred eighty (180) days from the date of such damage or destruction; (iii) which are not so extensive as to allow the tenant under the Lease to terminate the Lease or xxxxx or reduce rent payable thereunder (unless business loss or rent insurance shall be available in the full amount of such abatement or reduction, subject to applicable deductibles) on account of such damage or destruction; and (iiiiv) in which Seller’s rights under its rent loss insurance policy policies 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 damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such lossPURCHASE AND SALE AGREEMENT CH2M HILL GAINESVILLE, 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.FLORIDA 25

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 receivereceive and will cooperate with Purchaser following the Closing in Purchaser’s efforts to collect) 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 (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and Buyer Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured deductible 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) 2,000,000.00 or less; and (ii) which can be restored and repaired within 120 one hundred eighty (180) days from the date of such damage or destruction; (iii) which are not so extensive as to allow tenants leasing more than five percent (5%) in the aggregate of the leased floor area of the Improvements to terminate their Leases on account of such damage or destruction; and (iiiiv) in which Seller’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 fifteen (15) days after Purchaser is unable or refuses to credit to Buyer the amount notified by Seller of such lossdamage or destruction (which Seller shall provide, in writing, promptly after Seller being under becomes aware of such damage or destruction), or the Closing Date, but in no obligation event less than ten (10) days after Purchaser is notified by Seller 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 Exxxxxx 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

Casualty. Risk If, prior to the Closing, the Property is damaged by fire, vandalism, acts of loss God or other casualty or cause, Seller shall promptly give Buyer notice of any such damage (the “Damage Notice”), together with Seller’s estimate of the cost and period of repair and restoration. In any such event: (a) in the case of damage to the Property of less than Two Million and No/100 Dollars ($2,000,000.00) and from a risk covered by insurance maintained with respect to the Property that does not give rise to a termination or abatement right by Tenant, Buyer shall take the Property at the Closing as it is together with any applicable insurance proceeds or the right to receive the same; or (b) in the case of either (i) damage to the Property of Two Million and No/100 Dollars ($2,000,000.00) or more, (ii) damage to the Property from fire a risk not covered by insurance, or other casualty shall be borne by Seller until the Closing. In the event of any minor (iii) damage or destruction to the Property giving rise to a termination or abatement right by Tenant, then in any portion thereof, Seller and such event Buyer shall proceed have the option of (x) taking the Property at the Closing in accordance with item (a) above or (y) terminating this Agreement. If, pursuant to close under this Agreement the preceding sentence, Buyer is either obligated or elects to take the Property as it is together with any applicable insurance proceeds or the right to receive the same, (A) Seller agrees to cooperate with Buyer in any loss adjustment negotiations, legal actions and Buyer will receive (agreements with the insurance company, and Seller will to assign to Buyer at the Closing, Seller’s Closing its rights under to any such insurance policies proceeds with respect to receive) such claim and will not settle 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 claims or destruction and assume responsibility for such repairlegal actions relating thereto without Buyer’s prior written consent, and Buyer which consent shall receive a credit at Closing for any deductible, uninsured not be unreasonably withheld 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 lessdelayed; and (iiB) which can be restored and repaired within 120 days an amount equal to any deductible from the date of such damage or destruction; and (iii) insurance proceeds shall be credited against the Closing Payment. Notwithstanding the foregoing, in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to any case where 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 otherwise have the right to terminate this Agreement, or has the Deposit shall right to terminate this Agreement but does not exercise such right, then, if the sum of the deductible amount credited against the Purchase Price plus the proceeds of insurance that the applicable insurer has agreed to pay and which are to be returned delivered to Buyer at Closing are not sufficient to repair and restore the parties damage, Buyer shall have no further obligations the additional right to or recourse against each other except for provisions that expressly survive termination of terminate this Agreement.. This Section 12.1 shall survive the Closing

Casualty. Risk If before the Closing any material part of loss the Assets (other than the Real Property) is damaged, lost, or destroyed (whether by fire, theft, vandalism, or other cause or casualty other than the act or omission of Buyer, its agents, or representatives) and the same can be replaced, repaired or restored within 90 days, Seller must promptly replace, repair, and/or restore the same to substantially the same condition as before the damage; provided, however, that for the purposes of this Section, the Premises may not be replaced with other real property. If in Seller’s determination, the same cannot be replaced, repaired, or restored within 90 days, Seller must so notify Buyer within 30 days of the occurrence of the damage or destruction. Buyer will thereupon have 10 days to notify Seller in writing of its election either to (a) terminate this Agreement in its entirety; or (b) proceed to Closing and either (i) receive an assignment of insurance proceeds payable to Seller as a result of the damage or destruction, but the Purchase Price will not be reduced, or (ii) reduce the Purchase Price by the amount of insurance proceeds payable to Seller as a result of the damage or destruction, but Seller will retain all such proceeds. With respect to the Real Property, if a material part of the Real Property from is damaged prior to the Closing by fire or other casualty casualty, Buyer may cancel this Agreement by written notice to Seller within ten (10) days of the date of such casualty, in which event this Agreement shall be borne by Seller until the Closingterminate and neither party shall have any further rights or obligations under this Agreement other than those rights and obligations which are expressly stated to survive expiration or termination of this Agreement. In the event of any minor damage or destruction that Buyer fails to provide Seller with written termination notice within such ten (10) day period, then notwithstanding anything to the Property or any portion thereofcontrary, Seller this Agreement shall remain in full force and effect and Buyer shall proceed to close under this Agreement and take the Real Property as damaged, in which event Buyer will shall be entitled to receive (and Seller will assign to Buyer at the Closinginsurance proceeds, 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 if any, actually received by Seller as a the 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 from fire Premises 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 Premises, or any portion thereof, Seller and Buyer shall proceed suffers any Material Damage (as hereinafter defined) prior to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the ClosingClosing from fire or other casualty, 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 then BUYER may 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 terminate this Agreement by delivering written notice to SELLER of such damage or destruction; and termination within ten (iii10) business days after SELLER notifies BUYER of the casualty, 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 event, notwithstanding any provision of this Agreement is unable or refuses herein 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 Agreementcontrary, the Deposit paid by BUYER, including any portions thereof previously released or paid to SELLER, shall be returned to Buyer the BUYER, this Agreement shall be terminated and the parties shall have no further obligations force or effect, or (ii) consummate the Closing, in which latter event SELLER shall deliver or assign to BUYER, at Closing, any and all insurance proceeds recovered or recourse against each other except for provisions that expressly survive recoverable on account of such damage plus the amount of any deductible (including proceeds allocated on account of any Material Damage), net of any costs incurred by SELLER in restoring the Premises, or assign to BUYER, at Closing, all of SELLER's right, title and interest in any claim to proceeds of any insurance covering such damage. If BUYER fails to timely deliver to SELLER written notice of termination of this AgreementAgreement as described in (i) above, or if the casualty has not resulted in Material Damage, then BUYER shall be deemed to have elected to proceed in accordance with (ii) above (whereupon SELLER shall deliver or assign to BUYER any and all insurance proceeds recovered or recoverable on account of such damage plus the amount of any deductible). For the purposes of this Section 25(b), the term "Material Damage" shall mean damage for which the restoration cost is $100,000 or more.

Casualty. Risk Tenant will give Landlord immediate notice of loss any damage to the Property from fire Leased Premises caused by fire, flood, storm, civil commotion, or other casualty shall be borne by Seller until ("Casualty"). If the Closing. In Building is damaged or destroyed to such an extent that it is not usable for the event conduct of any minor damage or destruction to the Property or any portion thereof, Seller Tenant's business 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 if 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 cannot be repaired within one hundred eighty (180) days, then either Tenant or restored Landlord will have the right, at a cost of Two Hundred Thousand and No/100 Dollars its option, to terminate this Lease by notice to the other given within fifteen ($200,000.0015) or less; and (ii) which can be restored and repaired within 120 days from after 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 . If either party elects to terminate its this Lease as aforesaid, then this Lease will come to an end on the date of the Casualty with the same effect as if such date were the original termination date hereof, and all rent will be paid by Tenant Leasethrough the date of the Casualty or the last day on which Tenant occupies the Leased Premises, whichever is later. In If the event of such minor Leased Premises are damaged or destroyed by Casualty, but this Lease is not terminated either because the damage or destruction and Seller under any provision of this Agreement is unable not sufficiently extensive to give either party that right 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 because the parties shall elect to retain this Lease in effect, then Tenant (or Landlord at its election) will perform repairs or restoration to the Leased Premises. Tenant's rent will not be abated. Tenant will have no further obligations claim against Landlord in tort, contract, or otherwise, arising from or as a result of the destruction of or any damage to the Leased Premises or recourse against each other except for provisions that expressly survive any property contained therein, by any Casualty, or from a termination of this AgreementLease in accordance with this Article.

Casualty. Risk of loss If, prior to the Property from Closing, all or any material part of the Facilities (taken as a whole) is destroyed or materially damaged by fire or other casualty casualty, Sellers shall be borne by Seller until the Closingpromptly notify Purchaser of such fact. In the event of any minor damage or destruction to the Property or any portion thereofsuch event, 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 Purchaser shall have the right to terminate this AgreementAgreement (in whole but not in part) by giving notice thereof to Sellers not later than ten (10) days after receiving Sellers’ notice (and, if necessary, the Closing Date shall be extended until the second Business Day after the expiration of such ten-day period). If Purchaser elects to terminate this Agreement as aforesaid, the Deposit shall be returned paid to Buyer Purchaser, whereupon, this Agreement shall terminate and be of no further force and effect and no party shall have any rights or obligations hereunder except for the Surviving Obligations. If less than a material part of the Facilities (taken as a whole) shall be affected or if Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the parties applicable Sellers shall have no further obligations assign to Purchaser at the Closing all of such Sellers’ right, title and interest in and to the proceeds, if any, under such Sellers’ insurance policies covering such Property with respect to such damage or recourse destruction and there shall be credited against each other except for provisions that expressly survive termination the Purchase Price the amount of this Agreementany applicable deductible. For the purposes hereof, “materially damaged” shall mean damage reasonably determined by Purchaser to be in excess of One Hundred Thousand Dollars ($100,000.00) to repair or restore.

Casualty. Risk With respect to each Property, prior to the applicable Closing and notwithstanding the pendency of this Agreement, the entire risk of loss to the Property from fire or damage by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty shall be borne by Seller until and be the Closingresponsibility of the applicable Transferor that owns or leases such Property. In the event of any minor damage or destruction If, prior to the Property or applicable Closing of a Property, any “Material Damage” (as hereinafter defined) occurs to 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 of such Property as a result of earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty, the Transferor that owns or leases such Property shall immediately notify Transferee of such fact. In such event, NHP shall have the option to terminate this Agreement with respect to such Property upon written notice to the applicable Transferor, given not later than thirty (30) days after such Transferor provides such notice to Transferee (in which case this Agreement shall automatically terminate and be of no further force or effect with respect to such Property, the parties shall equally share the cancellation charges, if any, of Escrow Agent and Title Company with respect to such Property, no party or its affiliates shall have any further rights or obligations hereunder with respect to such Property (including, without limitation, rights of first offer, rights of first refusal or other similar rights), other than pursuant to any provision hereof which expressly survives the termination of this Agreement, and the remainder of this Agreement shall remain in full force and effect). NHP shall have no right to terminate its rights and obligations under this Agreement with respect to any Property as a result of any damage or destruction of such Property that does not constitute a Material Damage. If NHP does not elect or has no right to terminate this Agreement with respect to such Property affected by such damage or destruction, the applicable Transferor shall assign and turn over to the applicable Property Owning Entity, and such Property Owning Entity shall be entitled to receive and keep, all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or not at such Property Owning Entity’s option and assume responsibility cost) and Transferee shall receive, as a credit against the Contribution Value for such repairProperty, an amount equal to the deductible amount with respect to the insurance, to the extent covered by insurance, and Buyer the parties shall receive a credit at proceed to the applicable Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes pursuant to the terms hereof without modification of the terms 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) . If NHP does not permit any Tenant elect or has no right to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision affected portion of this Agreement is unable or refuses to credit to Buyer the amount by reason of such lossany casualty, Seller being under no obligation to do so, Buyer NHP shall have the right to terminate this Agreementparticipate in any adjustment of any insurance claim. As used herein, the Deposit term “Material Damage” shall be returned mean, with respect to Buyer a particular Property, any damage or casualty loss to such Property or any portion thereof (a) such that the cost of repairing or restoring such Property to substantially the same condition which existed prior to the event of such damage or casualty would be, in the reasonable opinion of an architect or other qualified expert mutually selected by such Transferor and the parties shall have no further obligations NHP, equal to or recourse against each other except greater than five percent (5%) of the Total Property Value for provisions such Property or (b) that expressly survive termination results in any Tenants having the right to terminate their or its Lease(s) pursuant to the terms thereof or having the right to an abatement of this Agreementrent pursuant to the terms thereof that is not covered by rental insurance.

Casualty. Risk In the event of loss any damage or destruction to any portion of the Property subsequent to the Effective Date and prior to the date of Closing, the estimated cost of repair of which, as determined by a third party contractor selected by Seller and approved by Purchaser, is in excess of Five Hundred Thousand and No/100 Dollars (US$500,000), Purchaser shall, within five (5) business days after receipt of said repair estimate, either terminate this Agreement as to the entire Property and not just a part thereof, whereupon Seller shall promptly direct the Title Company to return the Xxxxxxx Money to Purchaser, or Purchaser may elect to consummate the transaction contemplated hereby, in which event Seller's right to all insurance proceeds resulting from fire such damage or other casualty destruction shall be borne assigned in writing by Seller until the Closingto Purchaser at Closing and Seller shall have no further obligation to Purchaser with regard to such damage or destruction. In the event of any minor damage or destruction to the Property or any portion thereofsubsequent to the Effective Date and prior to the date of Closing, the estimated cost of repair of which, as determined by a third party contractor selected by Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closingapproved by Purchaser, 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 is Five Hundred Thousand and No/100 Dollars ($200,000.00US$500,000) or less; , Purchaser shall have no right to terminate this Agreement as a result thereof, and (ii) which can all of Seller's right to all insurance proceeds resulting from such damage or destruction shall be restored assigned in writing by Seller to Purchaser and repaired within 120 days from the date of Seller shall have no further obligation to Purchaser with regard to such damage or destruction; . Anything contained herein to the contrary notwithstanding, in the event of any damage or destruction to the Property subsequent to the Effective Date and (iii) prior to the date of Closing, subsequent to which Purchaser either elects to or is required to consummate the transaction contemplated hereby, Purchaser shall, in which Seller’s rights addition to receiving all insurance proceeds payable with respect to such casualty, be entitled to any deductible or deductibles under its rent loss any insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the policies insuring against such damage or destruction; . The Closing Date shall be extended day to day if necessary to obtain said repair estimate and (iv) does not permit deliver same to Purchaser or to afford Purchaser the agreed upon time period within which to make its election under the first sentence of this Section. If 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 occurs prior to credit to Buyer the amount of such lossClosing, Seller being under no obligation shall comply with any laws requiring removal of debris; provided, however, Seller may use any available insurance proceeds for such compliance. Seller agrees to do so, Buyer shall have provide Purchaser with a copy of Motorola's insurance certificate promptly after 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 AgreementEffective Date.

Casualty. Risk The Sellers shall, upon becoming aware thereof, deliver prompt written notice to the Purchaser of loss any damage or destruction with respect to the Property from fire (exclusive of immaterial damages to be repaired prior to Closing or other casualty shall be borne by Seller until that is the Closingresponsibility of a Tenant). In the event of any minor immaterial damage or destruction to the Property or any portion thereof, Seller the Sellers and Buyer the Purchaser shall proceed to close under this Agreement Agreement, and Buyer the 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 to the applicable Seller or Sellers 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 Buyer the Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured deductible amount under said insurance policiespolicies (not to exceed the reasonable cost of repairing such casualty). For purposes of this Agreement, the term “minor immaterial 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) equal to 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 less than [****] of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant LeasePurchase Price. In the event of such minor any material damage or destruction and Seller under any provision of this Agreement with respect to the Property (being damage or destruction which is unable or refuses not deemed immaterial in accordance with the preceding paragraph), the Purchaser may, at its option, by written notice to credit to Buyer the amount Sellers given within fifteen (15) days after the Purchaser is notified in writing by the Sellers of such lossdamage or destruction (with the Closing being extended as necessary to provide the Purchaser the above-allowed time in which to respond), Seller being under no obligation to do so, Buyer shall have the right to (i) terminate this Agreement, whereupon the Deposit Escrow Agent shall be returned promptly return the Xxxxxxx Money to Buyer and the Purchaser, in which event the parties shall have no further obligations rights and liabilities hereunder except with respect to or recourse against each other except for provisions that expressly survive those matters specifically surviving the termination of this Agreement, or (ii) proceed to close under this Agreement, receive any insurance proceeds (including any rent loss insurance applicable to the period on or after the Closing Date) due the applicable Seller or Sellers 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 the Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If the Purchaser fails to deliver to the Sellers written notice of its election within the period set forth above, the Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the preceding sentence.

Casualty. Risk In the event that the Improvements are damaged by fire, windstorm, flood, or other act of loss nature, vandalism, terrorism or accident (any of such events being a "CASUALTY") prior to the Property from fire or other casualty Closing Date, Seller shall provide Buyer with prompt notice thereof, and, in the event that such Casualty shall have resulted in Material Damage (defined below), Buyer shall be borne entitled to cancel this Contract upon written notice to Seller within ten(10) days following a determination by Seller until either party that Material Damage has occurred. If such Casualty shall not have resulted in Material Damage, Buyer shall not have the Closingright to cancel this Contract. In the event that Buyer shall not have canceled this Contract as the result of any minor damage or destruction Material Damage, Seller shall (a) promptly contract for the repair and restoration of the Property to the condition in which it existed prior to the Casualty (the "REPAIRS") and proceed diligently with such Repairs and (b) at Closing (i) convey the Ground Lessee Interest to Buyer with the Property or any portion thereofin its then existing condition, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will ii) assign to Buyer at the Closing, all of Seller’s 's rights under insurance policies to receive(A) any contracts then existing for the Repairs and any contractor or supplier warranties associated therewith and (B) Seller's insurance policy, including the right to receive all insurance proceeds (including any rent loss insurance applicable to any period on and after that then remain unfunded thereunder in connection with the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repairRepairs, 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 credit 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 with the amount of any deductible payable under such loss, insurance less expenses previously paid by Seller being under no obligation allocable 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 Agreementsuch deductible .

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 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 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 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 18246046_5

Casualty. Risk of loss If a Building, or any part thereof, suffers "minor damage" (as hereinafter defined) following the Execution Date but prior to the Property Closing from fire or other casualty casualty, Seller shall repair the same prior to the Closing, or as soon thereafter as is practicable, at Seller's sole cost and expense, and if required by Buyer's lender, the Closing Date shall be borne by Seller extended until the damage is fully repaired. If the Building, or any part thereof, suffers "major damage" (as hereinafter defined) prior to Closing from fire or other casualty, then Buyer may either (i) terminate this Agreement as to such Building, whereupon the Deposit allocable to such Building shall be refunded to Buyer, and neither party shall have any further rights or obligations pursuant to this Agreement, except for the indemnities under Section 5.4 and Section 14, or (ii) consummate the Closing. In , whereupon Seller's rights, if any, in the event proceeds of any minor insurance covering 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 be assigned to Buyer at Closing (but the Closing, Seller’s rights under insurance policies provisions of the Store Lease as to receive) any insurance proceeds (including any rent loss insurance such Building shall become applicable to any period on and as though such casualty had occurred after the Closing Date) due and such proceeds shall be made available to Seller as a result of such damage to repair the damage), with no reduction 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 policiesabatement in the Purchase Price. For purposes of this Agreement, the term “minor major damage to a Building shall mean damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a , the cost of Two Hundred Thousand repairing which is $100,000 or more, 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 shall mean damage or destruction, the cost of this Agreement repairing which is unable or refuses to credit to Buyer the amount less than $100,000. The foregoing elections of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreementbe based on Buyer's business judgment, the Deposit shall be returned to Buyer exercised in its sole and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementabsolute discretion.

Casualty. Risk Shareholder shall bear the risk of any loss or damage or -------- destruction to any of the Property assets of the Company or the LLC from fire or other casualty shall be borne by Seller until or cause at all times prior to the Closing. In Upon the event occurrence of any minor loss or 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 significant portion of such assets as a result of such fire, casualty, or other causes prior to the Closing, Shareholder shall immediately notify InterCept of the same in writing, stating with particularity the extent of loss or damage or destruction and assume responsibility for such repairincurred, the cause thereof, if known, and Buyer shall receive a credit at Closing for any deductiblethe extent to which restoration, uninsured or coinsured amount under said insurance policies. For purposes of this Agreementreplacement, 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 such assets lost 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 destroyed will be reimbursed 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 insurance policy with respect thereto. InterCept shall have the right option, but not the obligation, exercisable within 15 days after receipt of such notice from Shareholder to: (a) Postpone the Closing until such time as such assets have been completely repaired, replaced, or restored; (b) Elect to consummate the Closing and accept such assets in their "then" condition, in which event the Company shall assign to InterCept all rights under any insurance claim covering the loss and pay over to InterCept any proceeds under any such insurance policy theretofore received by the Company with respect thereto; or (c) If in the opinion of InterCept, the loss or damage adversely affects the Acquired Business or the assets taken as a whole, then InterCept may terminate this Agreement, the Deposit whereupon this Agreement shall be returned to Buyer of no further force or effect and neither the parties Company, Shareholder, nor InterCept shall have no any further rights, duties, or obligations to or recourse against each other except for provisions that expressly survive termination of this Agreementhereunder.

Casualty. Risk Until Closing, the risk of loss or damage to the each Property from fire or other casualty shall be borne by Seller. Upon an occurrence of a casualty affecting a Property, Seller until the Closingshall promptly notify Buyer in writing of same. In the event of any minor damage or destruction to the Property all or any portion thereofof a Property is damaged in any casualty, Seller and Buyer shall proceed may elect to close under terminate this Agreement and Buyer will receive (and Seller will assign as 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 affected Property by providing written notice of such damage or destruction and assume responsibility for termination to Seller within ten (10) business days after Buyer’s receipt of notice of 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 upon which termination: (i) which can Agreement shall be repaired or restored at a cost of Two Hundred Thousand deemed terminated as to any such removed Property 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 neither party shall have the right any further rights, obligations or liabilities with respect to terminate this Agreementsuch removed Property, the Deposit shall be returned except with respect to Buyer and the parties shall have no further any obligations to or recourse against each other except for provisions that expressly survive termination of this AgreementAgreement as contained herein; and (ii) there shall be a reduction in the Purchase Price payable by Buyer at Closing by the amount allocated to the Property designated for removal from this transaction as shown on Schedule 1 hereof. If Buyer does not elect to terminate this Agreement there shall be no abatement of the Purchase Price and Seller shall: (i) as to any casualty insured by Tenant and in respect of which Tenant has a restoration obligation, enforce such Tenant’s obligations pursuant to the applicable Lease, or (ii) as to any casualty for which Seller is carrying insurance or is entitled to receive insurance proceeds from Tenant, Seller shall restore the damaged portion of the applicable Property, and in each case the Examination Period with respect to such Property shall re commence upon the completion of such restoration and Tenant reopening for business to the public therein.

Casualty. Risk (a) Except as hereinafter provided, if any of loss the Improvements shall be damaged or destroyed by fire or any other casualty covered by a standard policy of fire and extended coverage insurance, as required pursuant to Section 4.4 hereof, the proceeds of such insurance remaining after payment of the costs, if any, of collection and recovery thereof (the "Net Proceeds)" shall be paid over to Lessee and Lessee shall, to the Property from fire extent the Net Proceeds are sufficient therefor, thereafter commence and diligently prosecute to completion, at Lessee's sole expense, the repair or other casualty rebuilding of the Improvements or portion thereof which was damaged, in a good and workmanlike manner, in accordance with plans and specifications satisfactory to Lessee and consented to in writing by Lessors, which consent shall not be borne by Seller until unreasonably withheld, conditioned or delayed, provided that the Closing. In Improvements upon completion of such repair or rebuilding shall have a value which is not substantially less than the value of the Improvements immediately prior to the damage or destruction. (b) Section 10.1(a) notwithstanding, in the event of any minor that either (i) the damage or destruction with respect to any building ("Building") which is a part of the Improvements is so extensive that it cannot be rebuilt, restored or repaired as required in Section 10.1(a) within one hundred twenty (120) days after such occurrence, as determined by Lessee in its reasonable judgment, or (ii) any such damage or destruction occurs during the last two years of the Term or any Extended Term, then Lessee shall have the right to terminate this Lease with respect to the Property damaged or any portion thereofdestroyed Building, Seller and Buyer shall proceed but no other part of the Premises, by giving written notice thereof to close under this Agreement and Buyer will receive Lessors within sixty (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive60) any insurance proceeds (including any rent loss insurance applicable to any period on and days after the Closing Date) due Seller as a result occurrence 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 termination will be effective retroactively as 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 provided that, if the Building 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 suffered 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 lossmain building comprising the Hospital, Seller being under no obligation to do so, Buyer then Lessee shall have the right to terminate this Agreement, Lease in its entirety by giving written notice thereof to Lessors within sixty (60) days after 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 occurrence of this Agreement.such damage

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 owned by Seller or any portion thereof, Seller and Buyer Purchaser shall proceed to close under this Agreement and Buyer will receive (Agreement, and Seller will assign to Buyer Purchaser at the Closing, Closing Seller’s rights under insurance policies to receive) 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 (less any amounts reasonably expended for restoration or collection of proceeds), and Purchaser shall assume responsibility for such repair, repair and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured deductible amount under said insurance policiespolicies maintained by Seller. For purposes of this Agreement, the term “minor immaterial damage or destruction” shall mean such instances of damage or destruction of the subject Property: (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 one hundred eighty (180) days from the date of such damage or destruction; and (iii) which are not so extensive as to allow more than two tenants of the Property, or tenants leasing more than 9,500 square feet of rentable area in which Seller’s rights under its the aggregate, to terminate their Leases or xxxxx or reduce rent payable thereunder (unless business loss or rent loss insurance policy covering shall be available in the Property (full amount of such abatement or portions thereofreduction, subject to applicable deductibles) are assignable to Buyer and will continue pending restoration and repair on account of the such 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 lossPURCHASE AND SALE AGREEMENT 00 XXXXX XXXXXXXX XXXXXXX, 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.XXXXXXX

Casualty. Risk (a) Prior to the Closing, the risk of loss or damage to the Property from fire by fire, earthquake, hurricane or other casualty shall be borne by Seller. If damage, loss or destruction of the Property or any part thereof, by fire, earthquake, hurricane or other casualty (each a “Casualty”), occurs prior to the Closing, Seller shall promptly notify Purchaser of such damage, loss or destruction. (b) Seller agrees to maintain in full force and effect until the Closing. , the fire and extended coverage insurance policies now in effect on the Property (or substitute policies in equal or greater amounts). (c) In the event the Improvements and/or any of the items constituting the Personal Property should be damaged by any Casualty prior to Closing, and if the cost of repairing such Casualty damage, as estimated by the insurance adjustor or a contractor retained by Purchaser, is: (1) less than FOUR hundred thousand and no/100 dollars ($400,000.00), then Seller shall assign to Purchaser, at Closing, all insurance proceeds recoverable for such Casualty damage or pay all such proceeds to Purchaser when received (which obligation shall survive Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of any minor deductible required by Seller’s insurance policies, but there shall be no other credit against or reduction in the Purchase Price attributable to such Casualty; provided, however, Seller shall be obligated to make such emergency repairs as are necessary to prevent further damage or destruction to the Property or injury to any portion person thereon and Seller may use insurance proceeds for this limited purpose (and shall not be obligated to reimburse such amounts to Purchaser nor to reduce the Purchase Price by reason thereof); or (2) equal to or more than FOUR hundred thousand and no/100 dollars ($400,000.00), Seller and Buyer shall proceed then Purchaser may elect to close under terminate this Agreement and Buyer will receive by giving written notice of termination to Seller within five (and Seller will assign to Buyer at the Closing, 5) Business Days after Seller’s rights under insurance policies notice to receive) any insurance proceeds Purchaser of the occurrence of the Casualty (including any rent loss insurance applicable whereupon the Exxxxxx Money shall be immediately returned to any period on and after Purchaser by 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 lessEscrow Agent); 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) if Purchaser 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 timely elect to terminate this Agreement, the Deposit then Purchaser shall be returned deemed to Buyer have waived such termination right and shall be required to proceed to Closing hereunder, and Seller shall assign to Purchaser, at Closing, all insurance proceeds recoverable for such damage or pay all such proceeds to Purchaser when received (which obligation shall survive Closing), and Purchaser shall receive a credit against the parties Purchase Price in the amount of any deductible required by Seller’s insurance policies, but there shall have be no other credit against or reduction in the Purchase Price attributable to such Casualty; provided, however, Seller shall, to the extent of available insurance proceeds, be obligated to make such emergency repairs as are necessary to prevent further obligations damage to the Property or recourse against each other except injury to any person thereon, and Seller may use insurance proceeds for provisions that expressly survive termination of this Agreementlimited purpose and shall not be obligated to reimburse such amounts to Purchaser nor to reduce the Purchase Price by reason thereof.

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 Hundred Fifty Thousand and No/100 Dollars ($200,000.00250,000.00) or less, including the cost rent abatement after Closing resulting from the damage; 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 of the Major Tenants to terminate its Lease on account of such damage or destruction; and (iiiiv) in which Seller’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 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 (a) Prior to the Closing, and notwithstanding the pendency of this Agreement, the entire risk of loss to the Property from or damage by earthquake, flood, landslide, fire or other casualty shall be borne and assumed by Seller until Seller, except as otherwise provided in this Section 7.1. If, prior to said Closing, any part of the Closing. In the event of any minor damage Real Property is damaged or destruction to the Property destroyed by earthquake, flood, landslide, fire or any portion thereofother casualty, 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 immediately notify Purchaser of such fact. If such damage or destruction and assume responsibility for such repairis "material", and Buyer Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policieshave the option to terminate this Agreement upon notice to Seller given not later than ten (10) days after receipt of Seller's notice. For purposes of this AgreementSection 7.1, the term “minor damage or destruction” shall mean such instances of damage or destruction is "material" if it constitutes an Uninsured Loss (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 as defined in 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) Lease). If Purchaser does not permit any Tenant exercise this option to terminate its Tenant Lease. In this Agreement, or if the event of such minor damage or destruction and Seller under any provision of this Agreement casualty is unable or refuses to credit to Buyer the amount of such lossnot material, Seller being under no obligation to do so, Buyer neither party shall have the right to terminate this Agreement, the Deposit but Seller shall assign and turn over to Purchaser, and Purchaser shall be returned entitled to Buyer receive keep all insurance proceeds payable to it with respect to such destruction (but not in excess of the Purchase Price) but subject to any applicable terms of the Leases listed on Exhibit H, and the parties shall have no further obligations proceed to or recourse against each other except for provisions that expressly survive termination the Closing pursuant to the terms hereof without modification of the terms of this AgreementAgreement and without any reduction in the Purchase Price; provided only that in connection with an Insured Loss, Purchaser shall be entitled to a credit against the Purchase Price in an amount equal to the applicable insurance deductible. If Purchaser does terminate this Agreement pursuant to this Section 7.1, all rights and obligations hereunder of each party shall be at an end (except those matters which are specifically stated in this Agreement to survive the termination) and the Title Company is hereby instructed to return the Deposit and any Extension Deposit to Purchaser.

Casualty. Risk of loss to the If any individual Property from is “materially damaged or destroyed” (as hereinafter defined) by a fire or other casualty event (a “Casualty”) prior to the Closing, Seller shall promptly notify Purchaser and Purchaser may terminate this Agreement with respect to such Property only by written notice given to Seller within ten (10) Business Days after Purchaser receives notice of the occurrence of such Casualty. If Purchaser so terminates this Agreement with respect to such Property, such Property shall be borne by Seller until deemed a “Terminated Property” and subject to the terms of Section 1.2. If Purchaser does not so terminate this Agreement with respect to such Property, or if the Property is not deemed “materially damaged or destroyed,” Purchaser will remain bound to purchase such Property for the full Allocated Purchase Price pursuant to the terms of this Agreement, without regard to the occurrence or effects of the Casualty; provided that, at 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, Purchaser Seller’s rights under insurance policies to receive) any interest in the property insurance proceeds payable to Seller (including any rent loss if any) under Seller’s insurance applicable to the Property(s) suffering such Casualty for the restoration of the physical damage to such Property(s), but net of any period on costs and after expenses incurred by Seller prior to the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repairin connection with the Casualty, and Buyer Seller shall receive a credit Purchaser at the Closing for any deductible, uninsured or coinsured with the amount under said of the applicable insurance policiesdeductible pertaining to such Casualty. For purposes of this AgreementSection 15.1, a Property shall be deemed “materially damaged or destroyed” if the term “minor damage or destruction” shall mean cost to repair and restore such instances of damage or destruction Property exceeds an amount equal to twenty percent (i20%) 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 Allocated Purchase Price for the individual Property that is materially damaged 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 Agreementdestroyed.