Common use of Casualty Clause in Contracts

Casualty. If, prior to the Closing, there is damage to or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.

Casualty. IfIf the Property (or any part thereof) shall sustain a loss or damage, prior to the Closing, there is Borrower shall give prompt notice of such loss or damage to or destruction Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of any part the Restoration of a Property, Sellers shall provide Buyer prompt Notice thereof and the Property in accordance with the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of Restoration (including, without limitation, any applicable deductibles under the insurance policies) whether or not such costs are covered by the Net Insurance Proceeds. In the event of a loss or damage where the loss does not exceed the Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out in a commercially reasonable and timely manner. In the event of a loss or damage where the loss exceeds the Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustment; provided, however, if Borrower fails to (and fails to cause Mortgage Borrower) settle and adjust such claim within ninety (90) days after the loss or damage, Lender shall have the right to settle and adjust such claim at Borrower’s cost and without Borrower’s consent. Notwithstanding any such casualty results loss or damage, Borrower shall continue to pay the Indebtedness at the time and in any Tenant terminating the manner provided for its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive payment in the termination of Note and in this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.

Casualty. IfExcept as provided in Article 4, prior to the Closing, there is Seller assumes all risks and liability for damage to or destruction of injury occurring to the Property by fire, storm, accident, or any part of a Propertyother casualty or cause until Closing. If, Sellers shall provide Buyer prompt Notice thereof between the Effective Date and the applicable Closing Date, the Property suffers Material Damage, then Seller shallshall promptly notify Buyer. Buyer may elect, at by written notice delivered to Seller within fifteen (15) days after receipt of such Seller’s electionnotice, either to (ia) repair, restore or replaceterminate this Agreement upon which neither party shall have any further obligation to the other except as may be expressly provided herein, or cause (b) continue to be repaired, restored or replaced, such damaged Property in a reasonably good Closing and workmanlike manner award any insurance proceeds resulting from the Material Damage to the condition at least as good and useful as that in which it existed prior to such damage or destruction or Buyer (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except but only to the extent that the proceeds do not exceed the Purchase Price and provided that Seller shall be entitled to retain any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for insurance proceeds that are applicable to the period prior to the Closing Date). The Closing Date may be extended as necessary to permit Buyer and Seller the full fifteen (15) days. “Material Damage” means damage costing in Seller’s Judgment [$_____________] or more to repair. If Buyer does not terminate this Agreement in the case of Material Damage, Seller shall assign to Buyer at the Closing its right to recover under any insurance policies covering such damage (but only to the extent assignable, and if such that the proceeds are do not assignable, Buyer shall receive a credit against exceed the Purchase Price at Closing in an amount equal and provided that Seller shall be entitled to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the retain any business interruption insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property are applicable to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction period prior to the Closing Date, then ) and shall pay Buyer at the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by Closing the amount of the Purchase Price allocated to deductible or other self-insured retention, if any. If between the Effective Date and the Closing Date, the Property suffers damage which is not Material Damage, Seller shall, at Seller’s option, either (i) repair such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumesdamage at its expense, to the extent that the terms reasonable approval of the Loan Documents relating Buyer prior to the treatment of the proceeds from all casualty, business interruption, lost profits, Closing (and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents repair cannot reasonably be completed prior to the Closing, Seller shall provide have the right to extend the Closing Date until such repairs are completed), or (ii) convey the Property to Buyer with a credit against without making such repairs and assign to Buyer all insurance proceeds payable on account of such damage (but only to the extent that the proceeds do not exceed the Purchase Price at and provided that Seller shall be entitled to retain any business interruption insurance proceeds that are applicable to the period prior to the Closing in an amount equal to such proceeds so appliedDate).

Casualty. IfSeller assumes all risk and liability, prior to the Closing, there is damage to or destruction of injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part of a Propertythereof, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to suffers any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller damages prior to Closing from fire or applied against any debt encumbering the Property to the extent other casualty, Seller shall promptly notify Purchaser of such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) abovedamage. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace If such damage or destruction prior is not material and will not take more than two (2) months to repair from the Closing Datedate of the casualty, then Seller shall repair such damage, in which event the provisions time for Closing shall be extended by the length of clause time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (iia) in terminate this Agreement whereupon the preceding sentence Xxxxxxx Money shall applybe returned to Purchaser, except to the extent any insurance proceeds received other man $100.00 thereof, which shall be retained by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions independent consideration for its execution of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement which event the parties shall be terminated with respect to such Property only (have no further rights and liabilities hereunder except with respect to those provisions matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which are expressly contemplated hereby to survive event the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith time for Closing shall be deemed excluded from extended by the Acquisition length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price allocated to such Property as set forth on Exhibit D attached heretoreplace and/or repair or any damage which will take more than two (2) months to replace and/or repair. FurtherSeller agrees to provide to Purchaser copies of all claims, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profitscorrespondence, and damage reports and such other applicable insurance policies maintained information as reasonably requested by Purchaser, submitted to or received by Seller in connection with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all any casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.

Casualty. IfIf any of the Purchased Assets are damaged or destroyed by casualty loss during the Interim Period, and the sum of (a) the cost of restoring such damaged or destroyed Purchased Assets to a condition reasonably comparable to their prior condition, and (b) the net present value (calculated using the Discount Rate) of the amounts of any lost net revenues reasonably expected to accrue after the Closing as a result of such damage or destruction to such Purchased Assets, (a) and (b) above as estimated by a qualified firm reasonably acceptable to Buyer and Seller (and with the costs of such firm being paid by Buyer and Seller in equal proportion), and such sum being net of and after giving effect to any insurance proceeds available to the Acquired Companies for such restoration and lost profits and any Tax benefits to the Acquired Companies related thereto (such sum, the “Restoration Cost” and the date of such estimation, the “Restoration Cost Estimation Date”), is greater than $15,000,000 but does not exceed $131,303,723, Seller may elect either (i) to restore, repair or replace such damaged or destroyed Purchased Assets to a condition reasonably comparable to their prior condition (any of the foregoing, a “Restoration,” and Seller’s election of a Restoration, the “Restoration Option”), or (ii) reduce the amount of the Purchase Price by such Restoration Cost. If Seller elects the Restoration Option, it shall notify Buyer of such election in writing, and Seller shall use its Commercially Reasonable Efforts to complete, or cause to be completed, such Restoration prior to the Closing, there and if the Restoration can be completed on or before the date that is damage to or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and one hundred eighty (180) days after the applicable Seller shall, at such Seller’s election, either Outside Date (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement“Extended Outside Date”), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer Date shall receive a credit against the Purchase Price at Closing in an amount equal to be postponed for the amount of time reasonably necessary to complete such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this AgreementRestoration; provided, however, that if any the Closing Date is so extended and such casualty results Restoration is not completed in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive full by the termination of this Agreement)Extended Outside Date, the Property which is Closing shall occur on or before the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition Extended Outside Date and the Purchase Price shall will be reduced by the amount of the Purchase Price allocated remaining Restoration Cost as of the Closing (as estimated by a qualified firm reasonably acceptable to Buyer and Seller); provided, further, that if Seller elects the Restoration Option, Buyer shall be entitled to waive Seller’s obligation to complete the Restoration at any time within twenty (20) days following Seller’s written notice to Buyer of such Property as election by written notice to Seller and proceed to Closing upon satisfaction or waiver of the conditions to Closing set forth on Exhibit D attached hereto. Furtherin Article VII and Article VIII, in which case Seller shall pay the event of a casualty applicable insurance proceeds with respect to such casualty to Buyer promptly upon receipt and such casualty loss shall not affect the Closing. If Seller elects the Restoration Option or to reduce the Purchase Price, such casualty loss shall not affect the Closing. If Seller does not provide Buyer written notice of its election within forty-five (45) days after the applicable Restoration Cost Estimation Date (but in any Property that is subject to a Loan that Buyer assumes, event at least twenty (20) days prior to the extent that Closing Date), Buyer may elect to terminate this Agreement within ten (10) Business Days after the terms end of such forty-five (45) day period by written notice to Seller. If the Loan Documents relating Restoration Cost is in excess of $131,303,723, Seller may, by written notice to Buyer within forty-five (45) days after the applicable Restoration Cost Estimation Date (but in any event at least twenty (20) days prior to the treatment of Closing Date), elect to (i) reduce the proceeds from all casualtyPurchase Price by the estimated Restoration Cost or (ii) terminate this Agreement, business interruption, lost profits, and other applicable insurance policies maintained in each case by Seller with respect providing written notice to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall controlBuyer; provided, however, that if Seller does not elect to terminate this Agreement as provided in this sentence, then Buyer may elect, by written notice to Seller, to terminate this Agreement within ten (10) Business Days of receipt by Buyer of Seller’s notice regarding its election. If the Restoration Cost is $15,000,000 or less, (A) Seller shall not be obligated to repair or replace the damaged or destroyed Purchased Assets (but shall be obligated to cooperate in the pursuit of any applicable insurance proceeds in accordance with Section 6.10), (B) there shall be no reduction in the amount of the Purchase Price, and (C) neither Buyer nor Seller shall have the right or option to terminate this Agreement and such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to casualty event shall not affect the Closing, Seller . Any cash insurance proceeds received by the Acquired Companies with respect to any casualty subject to this Section 6.11 shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedbe disregarded for purposes of any Aggregate Net Working Capital calculation hereunder.

Casualty. If, prior to the Closing, there is damage to or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior Prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by fire or destruction without any adjustment to the Purchase Price (other casualty shall be borne and assumed by Seller, except as otherwise provided in this Section 15.1) 10. 1. Until the Closing has occurred, Seller shall keep all insurance policies in accordance witheffect. If, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closingthe Closing Date, thenany part of the Property is damaged or destroyed by fire or other casualty, at Buyer’s optionSeller shall immediately notify Purchaser of such fact. If such damage or destruction is material (as defined below), Purchaser shall have the option to terminate this Agreement shall be terminated with respect upon written notice to such Property only Seller given not later than thirty (except with respect to those provisions which are expressly contemplated hereby to survive the termination 30) days after receipt of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith Seller's notice. For purposes hereof "material" shall be deemed excluded from to be any uninsured damage or destruction to the Acquisition and Property (except that a casualty shall not be deemed uninsured solely because all, or a portion of, the Purchase Price shall be reduced by the amount cost of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumesdeductible) or any insured damage or destruction (i) where the cost of repair or replacement is estimated, in Purchaser's good faith judgment, to be One Hundred Thousand and No/100 ($100,000.00) or more, (ii) where the extent repair or replacement is estimated, in Purchaser's good faith judgment, to require more than one hundred twenty (120) days to repair, or (iii) which would result in an abatement of rent that would not be fully covered by rent loss insurance (or its equivalent) to Seller upon the Closing. If Purchaser does not exercise this option to terminate this Agreement, or if the casualty is not material, neither party shall have the right to terminate this Agreement, and the parties shall proceed to the Closing pursuant to the terms hereof without modification of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, Agreement and without any reduction in the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profitsPurchase Price, and other applicable insurance policies maintained by Seller with respect to the repair and restoration of the Property shall control; provided, however, proceed in accordance with the terms and provisions of the Lease to be entered into between Seller and Purchaser with the same effect as if such proceeds are applied casualty had occurred during the term of the Lease. If Purchaser does not elect to terminate this Agreement by reason of any casualty, Purchaser shall have the principal or accrued interest due under right to participate in any adjustment of the Loan Documents prior to the Closinginsurance claim and, in such event, Purchaser and Seller shall provide Buyer cooperate each with a credit against the Purchase Price at Closing other in an amount equal to such proceeds so appliedgood faith.

Casualty. Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by earthquake, flood, landslide, fire, hurricane, tornado or other casualty shall be borne and assumed by Seller. If, prior to the Closing, there is damage to or destruction of Closing any part of a Propertythe Property is damaged or destroyed by earthquake, Sellers flood, landslide, fire, hurricane, tornado or other casualty (the "Casualty"), Seller shall provide immediately notify Buyer prompt Notice thereof of such fact. In such event, Buyer shall have the option to terminate this Agreement in accordance with the preceding section upon written notice to Seller given not later than thirty (30) days after receipt of any such notice from Seller. If Buyer does not elect to terminate this Agreement, Seller shall assign and the applicable Seller shallturn over, at such Seller’s electionand Buyer shall be entitled to receive and keep, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) all insurance proceeds payable with respect to any CLP Managed Property onlysuch destruction (which shall then be repaired or not at Buyer's option and cost), provide plus Seller shall pay over to Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant amount with respect to the Property, except those proceeds specifically payable in connection with insurance and allocable the parties shall proceed to business interruption and lost profits and costs incurred by Seller for the period prior Closing pursuant to the Closing terms hereof without modification of the terms of this Agreement and without any reduction in the Purchase Price. If Buyer does not elect to the extent assignable, and if such proceeds are not assignableterminate this Agreement by reason of any casualty, Buyer shall have the right to participate in any adjustment of the insurance claim. At Buyer's sole option, if the Casualty causes less than $50,000 total damage, (a) Seller shall, at Seller's sole cost, restore the Property to at least the same condition as of the effective date of this Agreement, and the Closing shall be postponed, or (b) Seller shall assign and turn over, and Buyer shall be entitled to receive a credit against the Purchase Price at Closing in and keep, all insurance proceeds payable with respect to such destruction (which shall then be repaired), plus Seller shall pay over to Buyer an amount equal to the deductible amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer insurance and the parties shall receive a credit against the Purchase Price in an amount equal proceed to any known deficiency in the insurance proceeds with respect Closing pursuant to the repair terms hereof without modification of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, Agreement and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against without any reduction in the Purchase Price at Closing in an amount equal to such proceeds so appliedPrice.

Casualty. If, prior Borrower shall give Lender prompt notice of any loss or damage to the ClosingPremises the cost to repair which could reasonably be expected to be in excess of $250,000 in the aggregate and, there is damage subject to or destruction the rights of any part the Mortgage Lender under the Mortgage Loan Documents and Senior Mez Lender under the Senior Mez Loan Documents (which shall in all respects supercede the rights of a Property, Sellers shall provide Buyer prompt Notice thereof Lender under this Section 2.31): (a) After the Mortgage Loan and the applicable Seller shallSenior Mez Loan have been paid in full, at such Seller’s election, either (i) repairin the event of any loss or damage covered by any insurance, restore or replace, or cause Lender shall apply any insurance proceeds in the same manner such proceeds would be required to be repaired, restored or replaced, such damaged Property in a reasonably good applied by Mortgage Lender under the Mortgage and workmanlike manner to the condition at least as good other Mortgage Loan Documents and useful as that in which it existed prior to such damage or destruction or (ii) (A) Borrower shall not adjust, compromise or settle any claim for such proceeds without the prior written consent of Lender, which shall not be unreasonably withheld or delayed and Lender shall have the right, at Borrower’s sole cost and expense, to participate in any settlement or adjustment of Insurance Proceeds; provided, however, that, except during the continuance of an Event of Default, Lender’s consent shall not be required with respect to the adjustment, compromising or settlement of any CLP Managed Property only, provide Buyer with a credit against the Purchase Price claim for proceeds in an amount equal less than $1,000,000. The expenses incurred by Lender in the adjustment and collection of such proceeds of insurance shall be additional Debt of Borrower, and shall be reimbursed to Lender upon demand or, at Lender’s option, in the lesser of: (y) the applicable insurance deductible (except event and to the extent that sufficient proceeds are available, deducted by Lender from such proceeds of insurance prior to any Manager other application thereof. If the Mortgage Loan and the Senior Mez Loan have been paid in full, each insurance company which has issued insurance is responsible hereby authorized and directed to make payment for any applicable all losses covered by such insurance deductible to Lender alone, and not to Lender and Borrower, Senior Mez Borrower or Owner jointly. Borrower agrees to execute and cause Owner and Senior Mez Borrower to execute all documents and make all deliveries required in order to permit adjustment and payment of insurance proceeds as provided above. (b) Subject to the prior rights of Mortgage Lender and Senior Mez Lender Borrower hereby assigns to Lender the proceeds of all insurance (other than worker’s compensation and liability insurance) obtained pursuant to this Agreement, all of which proceeds shall be payable to Lender as collateral and further security for the payment of the Debt and the performance of Borrower’s obligations hereunder and under the applicable Management Agreement)other Loan Documents, and Borrower hereby authorizes and directs the issuer of any such insurance to, subject to the rights of Mortgage Lender and Senior Mez Lender, make payment of such proceeds directly to Lender. Lender may, in its sole discretion, apply the proceeds of insurance received upon any casualty to any one or more of the following: (zi) the reasonable estimated costs for payment of the Debt, whether or not then due, in any proportion or priority as Lender, in its discretion, may elect, (ii) the repair or restoration of the Property, (iii) the cure of any Default or (iv) the reimbursement of the costs and expenses of Lender incurred pursuant to the terms hereof. Nothing herein contained shall be deemed to excuse Borrower from repairing or maintaining or causing Owner to repair or maintain the Property as applicable, required by such provided in this Agreement or restoring or causing Owner to restore all damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect destruction to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for regardless of the period prior to sufficiency of the Closing to the extent assignableproceeds, and if such the application or release by Lender of any proceeds are shall not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by cure or waive any Seller prior to Closing Default or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliednotice thereof.

Casualty. Prior to the Closing, the entire risk of loss or damage to the Property by fire, earthquake, flood, windstorm or other casualty shall be borne by Seller, except as otherwise provided in this Section 10(a). If, prior to the Closing, there is damage to or destruction of any part of a Propertythe Property is damaged or destroyed by fire or other casualty, Sellers Seller shall provide immediately notify Buyer prompt Notice thereof and the applicable Seller shall, at of such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to fact. If such damage or destruction is Material Damage (defined below), Buyer shall have the option to terminate this Agreement upon notice to Seller given not later than ten (10) Business Days after receipt of Seller’s notice of such Material Damage. For purposes hereof, “Material Damage” shall be deemed to be any damage or destruction to the Property where the cost of repair or replacement is estimated by Seller to be One Hundred Thousand Dollars (ii$100,000) or more, or shall take more than sixty (A60) with respect days to any CLP Managed Property onlyrepair, in Buyer’s good faith judgment, or whether such damage or destruction is covered by insurance or not. Seller shall promptly provide Buyer with a credit against the Purchase Price all information and documentation in an amount equal Seller’s possession or reasonably available to the lesser of: (y) the applicable insurance deductible (except Seller relating to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (Band any available insurance coverage, so that Buyer can make an informed decision as to whether or not it will proceed with the transaction or terminate the Agreement. If this Agreement is terminated pursuant to this Section 10(a), the provisions of Section 5(c) transfer shall apply. If this Agreement is not terminated pursuant to this Section 10(a) or if the damage is not Material Damage, then Seller shall assign and assign turn over to Buyer all of Seller’s right, title and interest in and insurance proceeds payable to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant Seller with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer , provided Seller shall continue to not be obligated to purchase assign and turn over to Buyer any proceeds that exceed the Properties notwithstanding cost to repair such loss or damage, and the damage or destruction without any adjustment parties shall proceed to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, Closing pursuant to the terms and conditions hereof without modification of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Agreement and without any reduction in the Purchase Price. If this Agreement is not terminated pursuant to this Section 15.110(a), Buyer shall have the terms right to participate in any adjustment of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profitsinsurance claim, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to not adjust or settle any such proceeds so appliedclaim without Xxxxx’s prior written approval.

Casualty. IfIf he Project shall be damaged or destroyed, prior to the Closingin whole or in part, there is damage to by fire or destruction of any part of other casualty (a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement“Casualty”), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer Borrower shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account give prompt notice of such damage or destruction to Bank and Bank shall have been applied the right to the restoration of the Propertyjoin Borrower in adjusting any loss. In addition, with respect after the entry of any decree of foreclosure of the Mortgage, any purchaser at foreclosure sale or the decree creditor, as the case may be, shall also have the right to join in the adjustment of any such losses. Any moneys received as payment for any loss under any such insurance (the “Insurance Proceeds”) shall be paid over to Bank to be applied, at Bank’s option subject to the CLP Managed Propertiesterms hereof, Buyer shall receive a credit against the Purchase Price in an amount equal either to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1i) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount prepayment of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, Note and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest sums due under the Loan Documents or (ii) to the extent reasonably practicable, the reimbursement of Borrower from time to time of expenses incurred by Borrower in connection with the restoration of the Project (“Restoration Work”) and upon terms otherwise satisfactory to Bank. Bank shall have the right to participate in the adjustment of all claims for Insurance Proceeds. Borrower shall promptly commence and diligently prosecute the restoration of the Project, provided that Bank makes the Insurance Proceeds available to Borrower. Subject to Bank making sufficient insurance proceeds available to Borrower, Borrower shall pay all costs of such restoration whether or not such costs are covered by insurance. Provided and on condition that no Event of Default has occurred and is continuing, any prepayment of the Debt by application of Insurance Proceeds shall not be subject to any Prepayment Premium. Notwithstanding the foregoing, Bank will hold the Insurance Proceeds without interest and will release the insurance proceeds as restoration progresses in payment of restoration costs, subject to the following conditions: (a) There shall be no outstanding Event of Default; (b) At the time of the restoration (including a reasonable stabilization period), there will be Leases in place to generate sufficient income to cover all operating expenses of the Property and all debt service payments. (c) Bank shall approve the plans and specifications for the restoration, which approval shall not be unreasonably withheld, conditioned, or delayed; (d) The size, quality and use of the Improvements on the Land, or, alternatively, the Property Income derived therefrom, shall be substantially the same as or better than immediately prior to the Closingcasualty; (e) There shall be funds on deposit at all times with Bank, Seller shall provide Buyer which together with any additional funds paid by Xxxxxxxx, are sufficient to complete the restoration, as certified by an architect approved by Bank; (f) The insurance proceeds will be disbursed under such reasonable procedures as may be established by Bank; and (g) Such other conditions as Bank would customarily be require as a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedconstruction lender, or are otherwise reasonable.

Casualty. IfIn the event that the Property is damaged or destroyed by any fire, flood or other casualty after the date of this Agreement and prior to the Closing, there is damage to or destruction of any part of a Property, Sellers Seller shall provide give Buyer prompt Notice thereof and written notice of the applicable Seller shalldamage. If the damage is not material, then at such Seller’s election, either Closing (i) repairSeller shall cause all collected insurance proceeds, restore or replaceplus the cash amount of all associated deductibles, or cause to be repairedpaid over to Buyer (or credited against the Purchase Price) at Closing, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all claims and proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant Seller may have with respect to all policies of insurance relating to the PropertyProperty at Closing, except those and (iii) Seller shall pay over to Buyer all insurance proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred collected after the Closing by Seller promptly upon receipt thereof. If the casualty causes material damage, then Buyer may elect by notice to Seller within thirty (30) days after Buyer is notified of such damage to either (i) elect to terminate this Agreement, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for the period prior one half of any escrow fees or charges and neither Party shall have any further obligation to the Closing other, or (ii) proceed as scheduled and (a) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (b) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the extent assignableProperty at Closing, and if such (c) Seller shall pay over to Buyer all insurance proceeds are not assignablecollected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer shall receive may terminate this Agreement unless Buyer receives a credit against the Purchase Price at Closing in an amount equal to the amount cost of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) aboverepairs. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal Damage as to any known deficiency in one or more occurrences is “material” if the insurance proceeds with respect cost to repair the repair of such damage damage, as reasonably estimated by Seller’s engineer or destructionexpert, exceeds Fifty Thousand Dollars ($50,000.00). Buyer shall continue have the right to be obligated to purchase participate in the Properties notwithstanding the damage or destruction without negotiations and settlement of any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, casualty-related claim in the event of a casualty with respect Buyer elects or is otherwise obligated to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent proceed with the terms Closing. The provisions of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property 15.1 shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to survive the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.

Casualty. If, In the event that prior to the ClosingClosing Date any of the Improvements is damaged or destroyed by fire or other casualty, there is damage then Seller shall immediately deliver written notice to or destruction Purchaser of any part of a Property, Sellers shall provide Buyer prompt Notice thereof such casualty and the applicable Seller shall, at following provisions shall apply with respect to such Seller’s election, either casualty: (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to if such damage or destruction or results in a casualty loss in an amount exceeding One Hundred Thousand Dollars (ii$100,000.00) (A) with respect the "Damage Limit"), Purchaser shall have the right to terminate this Agreement by written notice to Seller in which event the Exxxxxx Money shall be promptly refunded to Purchaser and thereafter neither party hereto shall have any CLP Managed Property onlyfurther rights, provide Buyer with a credit against obligations or liabilities. In the event that this Agreement is not terminated pursuant to this Subparagraph (i), Purchaser shall be obligated to close the purchase and sale contemplated by this Agreement as scheduled without adjustment of the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and Seller shall assign to Buyer Purchaser at Closing all of insurance proceeds payable under Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable 's insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied (and co-operate with Purchaser in collecting under such insurance policies) or pay to Purchaser all such insurance proceeds previously paid to Seller (unless delivered to the restoration of Existing Lender) and Seller shall not be obligated to repair or restore the Property. In addition (ii) if such damage or destruction results in a casualty loss in an amount not exceeding the Damage Limit, with respect neither Purchaser nor Seller shall have such right to terminate this Agreement, and Purchaser and Seller shall be obligated to close the CLP Managed Properties, Buyer shall receive a credit against purchase and sale contemplated by this Agreement as scheduled without adjustment of the Purchase Price in an amount equal and Seller shall assign, subject to any known deficiency in the rights of the Existing Lender, to Purchaser at Closing all insurance proceeds with respect to the repair payable under Seller's insurance policies on account of such damage or destruction. Buyer shall continue destruction or pay to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any Purchaser all such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the insurance proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedpreviously paid.

Casualty. If, prior Risk of loss up to and including the Closing Date shall be borne by Seller. In the event of any immaterial damage or destruction to the ClosingProperty or any portion thereof, there is damage Seller and Purchaser shall proceed to or destruction close under this Agreement, and Purchaser will 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 any period on and after the Closing Date) due Seller as a result of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction and assume responsibility for such repair, and 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 “immaterial damage or destruction” shall mean such instances of damage or destruction: (i) which can be repaired or restored at a cost of $1,000,000.00 or less; (ii) which can be restored and repaired within one hundred eighty (A180) with respect to any CLP Managed Property only, provide Buyer with a credit against days from the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration date of the Property, as applicable, required by such damage or destruction, ; and (Biii) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds which are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal so extensive as to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal allow any Major Tenant to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller terminate its Lease on account of such damage or destruction. In the event of any material damage or destruction have been applied to the restoration Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within the earlier of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair twenty (20) days after Purchaser is notified by Seller of such damage or destruction. Buyer shall continue to be obligated to purchase , or the Properties notwithstanding the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or destruction without (and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Agreement, whereupon Escrow Agent shall immediately return the Xxxxxxx Money to Purchaser, or (ii) proceed to close under this Agreement, receive (and Seller will assign to Purchaser at the Closing Seller's rights under insurance policies to receive) any adjustment insurance proceeds (including any rent loss insurance applicable to the Purchase Price period on or after the Closing Date) due Seller as a result of such damage or destruction (except less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If Purchaser fails to deliver to Seller notice of its election within the period set forth above, Purchaser will conclusively be deemed to have elected to proceed with the Closing as otherwise provided in this Section 15.1clause (ii) of the preceding sentence. If Purchaser elects clause (ii) above, Seller will cooperate with Purchaser after the Closing to assist Purchaser in accordance with, and subject to, obtaining the terms and conditions insurance proceeds from Seller's insurers. For purposes of this Agreement; providedAgreement “material damage or destruction” shall mean all instances of damage or destruction that are not immaterial, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applieddefined herein.

Casualty. If, (a) If all or any Substantial Portion (as defined in SECTION 9.2(B)) of the Property shall be damaged or destroyed by fire or other casualty prior to the Closing, there is damage then Purchaser may terminate this Contract by written notice thereof to or destruction Seller within fifteen (15) days after Purchaser receives notification of any part the casualty (which notice Seller shall deliver to Purchaser within ten (10) days of a PropertySeller's receipt thereof). If Purchaser does not terminate this Contract as aforesaid, Sellers then both parties shall provide Buyer prompt Notice thereof and proceed to close the applicable transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in SECTION 9.2(B) hereof, deliver to Purchaser at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner the Closing any insurance proceeds actually received by Seller attributable to the condition at least as good and useful as that in which it existed prior Property from such casualty (except for proceeds previously used to such damage repair the Property or destruction held by or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal paid to the lesser of: (yLender) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer Purchaser all of Seller’s 's right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable any claims which Seller may have under the insurance policies maintained by any Seller, Manager or Tenant with respect to covering the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer Purchaser shall receive a proration credit against at Closing in the aggregate amount of any deductible or self-insurance and there shall be no reduction in the Purchase Price at Closing Price. If less than a Substantial Portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the second sentence in this SECTION 9.2(A). (b) For the purposes of SECTION 9.2(A), a "Substantial Portion" of the Property shall be deemed to be any portion of the Property with either a fair market value or replacement cost in an amount equal to or greater than $300,000. Notwithstanding anything in SECTION 9.2(A) to the amount of such proceeds actually received by Sellerscontrary, if Purchaser has not timely elected to terminate in accordance with SECTION 9.2(A), and (C) provide Buyer with a credit against if the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, payable with respect to the CLP Managed Properties, Buyer shall receive Property as a credit against result of casualty exceed the Purchase Price in an amount equal to any known deficiency in for the insurance proceeds with respect to Property, then the repair portion of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided proceeds in this Section 15.1) in accordance with, and subject to, the terms and conditions excess of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by paid to Purchaser at the amount of Closing. The foregoing provision shall survive the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in Closing and the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms termination of this Section 15.1, the terms of the Loan Documents relating to the treatment of the Contract forever. If Seller retains any proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents paid prior to the Closing, Seller then such amount shall provide Buyer with a credit against the Purchase Price be credited to Purchaser at Closing in an amount equal to such proceeds so appliedClosing.

Casualty. IfThe risk of loss or damage or destruction to the Real Property by fire or other casualty is assumed by Seller until the Closing, but, except as specifically set forth in this Paragraph, Seller shall not be obligated to repair or replace any such loss or damage. In the event of fire or other casualty, Seller shall have thirty (30) days to notify Purchaser (such notice is hereinafter referred to as the “Non-Election Notice”) whether it intends to rebuild the Real Property, but if Seller shall fail to notify Purchaser of its election within such [thirty (30)] day period Seller shall be deemed to have elected not to rebuild. If Seller elects (or is deemed to have elected) not to repair or replace any such loss or damage to the Real Property then Purchaser shall have the option of declaring this Contract of Sale terminated within thirty (30) days of receipt of the Non-Election Notice (“Purchaser’s Election Period”)Seller's election not to rebuild, in which event Seller and Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Real Property shall terminate and neither Seller nor Purchaser shall have any further claim against the other; provided, however, that if Purchaser shall not have elected to terminate this Contract as aforesaid during Purchaser’s Election Period then Purchaser shall close title in accordance with this Contract (except that Closing shall be extended to the date which is ten (10) days after the date that Purchaser elects to close notwithstanding the Non-Election Notice) and pay in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies, if any, together with any payments under such policies made to Seller prior to the ClosingClosing not expended to repair or replace such loss, there is damage or destruction. If Seller elects to repair or replace any such loss or damage, Seller shall be entitled to reasonable adjournments of the Closing Date in which to perform the work, not exceeding sixty (60) days in the aggregate. If Seller elects to repair or replace any such loss or damage to the Real Property and if such loss or destruction damage is not repaired (substantial completion thereof) prior to the Closing Date, as adjourned by Seller pursuant to this Paragraph, Purchaser shall have the option (to be exercised within ten (10) days of Seller's notice thereof (the “Incomplete Restoration Notice”) to Purchaser) of: (a) declaring this Contract of Sale terminated, in which event Seller or and Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall terminate and neither Seller nor Purchaser shall have any part further claim against the other or (b) closing title in accordance with this Contract of a Sale (except that Closing shall be extended to the date which is twenty (20) days after Purchaser’s receipt of the Incomplete Restoration Notice) and paying in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies for work not yet completed, together with any payments under such policies made to Seller prior to the Closing not expended to repair or replace such loss, damage or destruction; provided, however, that if Purchaser shall have failed to timely make an election it shall be deemed to have chosen (b) above. If Seller elects to repair or replace any such loss or damage to the Real Property, Sellers shall provide Buyer prompt Notice then substantial completion thereof and the applicable Seller shall, at will not be considered to have occurred unless such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property work has been substantially completed in a reasonably good and workmanlike manner to and in accordance with all applicable laws and regulations within the condition at least requisite time period. Notwithstanding the foregoing, if the cost of the repairs and replacements is less than $25,000, as good determined by an independent third party construction professional chosen by Seller and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property onlyacting reasonably, provide Buyer Purchaser shall close title with a credit against the Purchase Price in an such amount equal which shall not exceed $25,000 and Seller shall retain the rights to the lesser of: (y) the applicable insurance deductible (except proceeds, if any, in respect of such casualty. This Paragraph shall govern to the extent that any Manager is responsible for inconsistent with any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedlaw.

Casualty. IfIn the event a casualty results in damage to any Contributed Property that would give a Tenant the right to, prior and Tenant does, deliver notice to the Closing, there is damage applicable Owner to or destruction terminate its Lease and such terminated Lease(s) results in a reduction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof net operating income in an amount greater than Seven Million Five Hundred Thousand Dollars ($7,500,000.00) in the aggregate for all Contributed Properties (measured on the current in place net operating income for the Contributed Properties and the applicable Seller shallProperties (as defined in the Purchase and Sale Agreement and Purchase and Sale Agreement II) as of the Effective Date), at such Purchaser will have the option, exercisable within fifteen (15) days after receipt of Seller’s election's notice that Tenant has cancelled the Lease, of either (i) repairdeclaring this Agreement terminated in which event the Title Company will refund to Purchaser the entire Deposit whereupon this Agreement and all rights of the Purchaser hereunder will terminate and neither Seller nor Purchaser will have any further claim against the other, restore or replace, or cause except that Purchaser will continue to be repairedliable for the Surviving Obligations, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) closing in accordance with respect to any CLP Managed Property only, provide Buyer with a credit against this Agreement and paying in full the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the PropertyContribution Value, except those proceeds specifically payable in connection with and allocable as set forth below. If Purchaser fails to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in timely make an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, election pursuant to the preceding foregoing sentence, Purchaser will be deemed to have elected to proceed with the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace purchase of the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of Interests in accordance with clause (ii) above. If Purchaser elects or is deemed to have elected to proceed with the purchase of the Interests or in the preceding sentence shall apply, except event of any other casualty to the extent Contributed Properties, Seller and Purchaser shall proceed to close under this Agreement and Seller will assign to Purchaser at Closing Seller’s rights under any insurance policies to receive insurance proceeds received by due Seller on account as a result of such damage or destruction have been applied (other than reasonable costs of collection of such proceeds and amounts expended by Seller to secure the restoration of Contributed Properties safely or to repair the Property. In addition, with respect Contributed Properties) and Purchaser shall assume responsibility (subject to Tenant’s obligations under the CLP Managed Leases) to repair the Contributed Properties, Buyer as applicable. The Purchaser also shall receive a credit against the Purchase Price in an amount equal to at Closing for any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue deductible required by any Lease to be obligated to purchase the Properties notwithstanding the damage or destruction without paid by any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable Owner under said insurance policies maintained by Seller with respect and not expended to secure or repair the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedContributed Properties.

Casualty. IfSellers shall bear the risk of loss with respect to any and all physical damage, prior destruction or loss of any kind to the ClosingImprovements and Equipment occurring during the period from the date of this Agreement until the Closing Date ("Casualty"). If any Improvement or Equipment has been materially damaged, there is damage to destroyed or destruction lost by Casualty occurring during the period from date of this Agreement until the Closing Date, a good faith estimate for appropriate repairs and/or replacements shall be immediately obtained by Sellers' or their Affiliates' employees or third-party vendors hired by Sellers or their Affiliates, at Sellers' sole cost and expense, if any, from a reputable adjuster, independent contractor and/or vendor, as appropriate in Sellers' sole discretion. If the total of the estimates for any part one Casualty, or series of a Propertyrelated Casualties, exceeds One Hundred Thousand Dollars ($100,000), Sellers shall provide Buyer prompt Notice thereof notify Purchaser of the same in writing immediately after Sellers receive such estimates. Written notification of such Casualty shall include a copy of each of the employee's, adjuster's, contractor's and/or vendor's estimates stating with reasonable specificity the materials and work to be provided in regard to such repairs and/or replacements. In such event, and on the applicable Seller shallcondition that the estimates provided by the employee, at such Seller’s electionadjuster, contractor and/or vendor are reasonably acceptable to Purchaser, Purchaser shall have the option to have Sellers either (i) repaircomplete, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good at Sellers' expense and workmanlike manner prior to the condition Closing Date if reasonably possible, any repairs and/or replacements necessary to restore such Improvements and Equipment to at least as good and useful as that in which it existed their condition prior to the occurrence of such damage or destruction Casualty, or (ii) (A) with respect convey or assign to Purchaser, no later than the Closing Date, any CLP Managed Property only, provide Buyer with insurance proceeds to which Sellers or their Affiliates may be entitled as a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration result of the Property, as applicable, required by such damage or destruction, (B) transfer subject Casualty and assign credit to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit Purchaser against the Purchase Price at the Closing in an amount equal to the amount of any shortfall between such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing so conveyed or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the total amount of the Purchase Price allocated estimates described above. If Sellers fail to obtain in a timely manner estimates from a reliable employee, adjuster, independent contractor and/or vendor under those circumstances where such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained are contemplated by Seller with respect to the Property is inconsistent with the terms of this Section 15.1or if the estimates provided to Purchaser by Sellers pursuant to this Section are not reasonably acceptable to Purchaser, the terms then Purchaser may obtain such estimates itself and shall provide copies of the Loan Documents relating same to the treatment Sellers immediately upon Purchaser receiving same. The cost of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, howeverobtaining such estimates, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closingany, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedbe borne by Purchaser.

Casualty. IfIf any Individual Property shall be damaged or destroyed, prior to the Closingin whole or in part, there is by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of such damage to or destruction Lender and shall promptly commence and diligently prosecute the completion of any part the Restoration of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shallIndividual Property (or, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Individual Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except for which no Leased Fee Lease Termination Period has occurred and is continuing and to the extent that any Manager Tenant is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign obligated to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, do so pursuant to the preceding sentenceLeased Fee Lease, cause the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace under the Property, but Seller, Tenant or Manager is unable Leased Fee Lease to repair, restore or replace such damage or destruction prior to do the Closing Date, then same) and otherwise comply with the provisions of clause (ii) in the preceding sentence shall applySection 7.4, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if Borrower shall not be required to cause a Tenant to take actions such Tenant is not required to take pursuant to a Leased Fee Lease (nor shall Borrower be obligated to take any such casualty results in any Tenant terminating its Tenant actions so long as no Leased Fee Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated Termination Period has occurred and is continuing with respect to such Property only Individual Property). Borrower shall pay (except or cause the Tenant under the Leased Fee Lease to pay) all costs of Restoration (including, without limitation, any applicable deductibles under the Policies) whether or not such costs are covered by the Net Proceeds, provided, however, Borrower shall not be required to cause a Tenant to cause a Tenant to make payments such Tenant is not required to pay pursuant to a Leased Fee Lease (nor shall Borrower be obligated to make such payment so long as no Lease Fee Lease Termination Period has occurred and is continuing with respect to those provisions which are expressly contemplated hereby such Individual Property). Lender may, but shall not be obligated to, make proof of loss if not made promptly by Borrower. In the event that the Tenant under a Leased Fee Lease shall be required to survive restore such Individual Property pursuant to the termination of this Agreement), the Property which is the subject terms of such casualty Leased Fee Lease and all Personal Property associated therewith shall be deemed excluded from the Acquisition fail to do so and the Purchase Price a Leased Fee Lease Termination Period shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty occur with respect to any such Individual Property that is subject (such Individual Property, a “Leased Fee Lease Restoration Failure Property”), Borrower shall not be required to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent comply with the terms of this Section 15.1, 7.2 to complete the Restoration of the applicable Individual Property so long as Borrower shall have released such Individual Property in accordance with the terms and conditions of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedSection 2.7(d) hereof.

Casualty. If, If any of the Purchased Assets is damaged or destroyed prior to the Closing, there is Sellers shall notify Buyers in writing of such fact promptly after obtaining knowledge thereof. If, in the reasonable opinion of an architect, general contractor, and/or engineer, to be mutually agreed upon by Buyers and Sellers, as required to assess the damage to or destruction to any of any part the Purchased Assets (collectively, the “Independent Professionals”), the damage or destruction to the Purchased Assets renders the affected Facility substantially unusable (defined as more than fifty percent (50%) of such Facility’s licensed beds being inoperable) for a period in excess of one hundred twenty (120) days following Closing (a “Casualty”), then Buyers may choose one of the two options below with regard to the affected Facility: (a) in the event of a PropertyCasualty, the Independent Professional will provide a report providing the estimated time required to repair, replace or restore such affected Facility from the date of the opinion forward. If said period will exceed one-hundred twenty (120) days following Closing, Buyers shall have the right to terminate this Agreement with respect to such affected Facility. Buyers shall have fifteen (15) days after the Independent Professionals have delivered their report to Sellers and Buyers to make such election by delivering to Sellers a written election notice (the “Election Notice”). The failure by Buyers to deliver the Election Notice within such fifteen (15)-day period shall provide Buyer prompt Notice thereof be deemed an election not to terminate this Agreement with respect to such affected Facility; or (b) in the event of a Casualty, Buyers waive their right to terminate this Agreement with respect to an affected Facility in accordance with the terms set forth this Section and proceed with the applicable Seller shallClosing, Buyers may, at such Seller’s electiontheir option, either (i) require Sellers to transfer the portion of applicable insurance proceeds for the physical structure, equipment, the Purchased Assets and business interruption insurance (but, as to business interruption insurance proceeds, only those applicable to periods after the Closing Date, if any) to Buyers at Closing, or (ii) reduce the Purchase Price by the amount as determined in a report provided by the Independent Professional(s) as being the reasonable cost to repair, replace or restore the physical structure, equipment and Purchased Assets of such affected Facility to its condition immediately prior to such Casualty. In the case of damage or replacedestruction that is not a Casualty, and therefore does not give rise to Buyers’ right to terminate this Agreement with respect to an affected Facility, Buyers may, at their option, either (i) require Sellers to transfer the portion of applicable insurance proceeds for the physical structure, equipment, the Purchased Assets and business interruption insurance (but, as to business interruption insurance proceeds, only those applicable to periods after the Closing Date, if any)) to Buyers at Closing, or cause to be repaired, restored or replaced, such damaged Property (ii) reduce the Purchase Price by the amount as determined in a reasonably good report provided by the Independent Professional(s) as being the reasonable cost to repair, replace or restore the physical structure, equipment and workmanlike manner Purchased Assets of such affected Facility to the its condition at least as good and useful as that in which it existed immediately prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.

Casualty. If, If prior to the Closing, there is damage to or destruction date of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replaceClosing the Premises, or cause any portion thereof, shall be damaged or destroyed by reason of fire, storm, accident or other casualty, then Seller shall immediately give notice thereof to Buyer. If such casualty will upon execution of the Lease, give Tenant the option to terminate the Lease and if Tenant exercises such option or refuses to modify the form of the Lease to specifically acknowledge and accept such casualty, this Agreement shall be repairednull and void, restored or replaced, such damaged Property in a reasonably good and workmanlike manner whereupon the full amount of the Earnest Money Deposit shall be paid by Xxxxxx Agent to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement)Buyer, and (z) all parties shall thereupon be relieved of all further liability hereunder. If such casualty does not give Tenant the reasonable estimated costs for option to terminate the repair Lease, or restoration of if it gives Tenant the Property, as applicable, required by option to terminate the Lease and Tenant waives such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest option in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignablewriting, and if such Seller or Seller's lender, if any, agrees to make the proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum insurance available for reconstruction of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing DateImprovements, then the provisions of clause (ii) in parties shall proceed with the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) Closing in accordance with, and subject to, to the terms hereof. In such event, all such proceeds of any insurance will be applied toward reconstruction subject to the rights of Tenant in such proceeds under the Lease and conditions the rights of this Agreement; provided, howeverSeller's lender, if any, to receive and disburse the proceeds of any such casualty results in any Tenant terminating insurance. In the event Buyer, at its Tenant Lease option, elects to close this transaction prior to Closingthe completion of restoration, then, then the proceeds of any insurance will be assigned to Buyer and Seller will credit Buyer at Buyer’s option, this Agreement shall be terminated Closing with respect an amount equal to such Property only the deductible under the applicable insurance policy and any amounts reasonably determined by Buyer to constitute the difference between (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by i) the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in insurance proceeds (and deductible) and (ii) the event cost of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedreconstruction.

Casualty. (a) If, on or prior to the ClosingClosing with respect to a Real Property Asset, there is damage to all or destruction a "material part" (as defined below) of such Real Property Asset shall be damaged or destroyed by fire or other casualty (a "casualty event"), then, in any part of a Propertysuch event, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shallAcquiror may, at such Seller’s electionits option, either (i) repairelect to exclude such Real Property Asset from the transactions contemplated by this Agreement, restore or replacewhereupon such Real Property Asset shall be deemed to be an Excluded Real Property Asset, the Non-ALSF Purchase Price and the ALSF Purchase Price, as applicable, shall be reduced by the amount of net insurance proceeds actually received, or the amount of insurance proceeds Seller and Acquiror reasonably estimate should be received with respect to such Excluded Real Property Asset and Seller and Acquiror shall be released of all obligations and liabilities of whatsoever nature in connection with such Excluded Real Property Asset (other than Seller's obligations to cause such asset to be repairedtransferred or distributed in accordance with Section 5.08 and Seller's indemnification obligations hereunder in respect of Excluded Assets), restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) proceed to close the transactions contemplated by this Agreement, in which event all of the provisions of Subsections 9.01(b)(i) and 9.01(b)(ii) below shall apply. If a Real Property Asset is elected to be treated as an Excluded Real Property Asset pursuant to clause (i) of this Section 9.01(a), then Seller shall use all reasonable commercial efforts to cause such Excluded Real Property Asset to be transferred from the applicable Company prior to the applicable Closing Date. If Acquiror shall fail to make an election pursuant to this Section 9.01(a) prior to the earlier of (A) thirty (30) days after Acquiror's receipt of written notice of the applicable casualty event from Seller and (B) the applicable Closing Date, then Acquiror shall be deemed to have made an election pursuant to clause (ii) of this Section 9.01(a). (b) If, on or prior to the Closing with respect to a Real Property Asset, less than a material part of such Real Property Asset shall be damaged or destroyed by a casualty event, Acquiror shall nevertheless consummate the transactions contemplated herein pursuant to all the terms and conditions of this Agreement (without any adjustment to the Non-ALSF Purchase Price and the ALSF Purchase Price, as applicable, except as otherwise set forth herein) with respect to any CLP Managed such damaged Real Property onlyAsset, provide Buyer with a credit against the Purchase Price in an amount equal subject to the lesser offollowing: (i) Seller shall not (x) adjust and settle any insurance claims with respect to such damaged Real Property Asset, or (y) the applicable insurance deductible (except to the extent that enter into any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs construction or other contract for the repair or restoration of such damaged Real Property Asset, in each case, without Acquiror's prior written consent (except no such consent shall be necessary to repair or restore any emergency or hazardous condition at such damaged Real Property Asset), which consent shall not be unreasonably withheld or delayed, and (ii) at the Propertyapplicable Closing, Seller shall (1) pay over to Acquiror the amount of any insurance proceeds, to the extent collected by Seller in connection with such casualty event, less the amount of the actual and reasonable unreimbursed expenses incurred by Seller in connection with collecting such proceeds and making any repairs to the applicable Real Property Asset occasioned by such casualty event pursuant to any contract (provided that such contract was reasonably approved by Acquiror as applicable, required by such damage or destruction, this Section) and (B2) transfer and assign to Buyer Acquiror in form reasonably satisfactory to Acquiror all of Seller’s 's right, title and interest in and to all any insurance proceeds from all casualtythat are uncollected at the time of the applicable Closing and that may be paid in respect of such casualty event. Seller shall reasonably cooperate with Acquiror in the collection of such proceeds, business interruption, lost profits, and other which obligation shall survive the applicable Closing. To the extent that insurance policies maintained by any Seller, Manager or Tenant proceeds are paid over to Acquiror with respect to the Property, except those proceeds specifically payable in connection with and allocable any damage to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Acquired Real Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, Asset pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence of this Section 9.01(b), Acquiror shall apply, except use reasonable commercial efforts to the extent any insurance proceeds received by Seller on account of cause such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreementrepaired; provided, however, if that the foregoing shall not require Acquiror to expend any funds in excess of such casualty results insurance proceeds actually received by Acquiror in any Tenant terminating its Tenant Lease respect of such damage pursuant to clause (ii) of this Section 9.01(b). For the purpose of this Section, the phrase a "material part" of a Real Property Asset shall mean a portion of such Real Property Asset the cost of repair or restoration of such portion is estimated by a reputable contractor selected by Seller and reasonably satisfactory to Acquiror, to be in excess of five percent (5%) of the Allocable Portion relating to such Real Property Asset. (c) If, prior to Closing, then, at Buyer’s option, this Agreement shall be terminated a Closing with respect to a Real Property Asset, such Real Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith Asset or any portion thereof shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced damaged or destroyed by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closingevent, Seller shall provide Buyer with a credit against promptly give Acquiror written notice of such event, including information in reasonable detail regarding the Purchase Price at Closing in an amount equal extent of the damage to such proceeds so appliedReal Property Asset or portion thereof.

Casualty. IfSeller shall promptly notify Buyer of any casualty affecting the Property. In the event that all or any "substantial portion" of the Property shall be damaged or destroyed by fire or other casualty after the Effective Date and before the Closing Date, prior Buyer may, at its option, terminate this Agreement by written notice thereof to Seller within ten (10) days after Seller notifies Buyer in writing of the casualty and the availability and amount of insurance proceeds, in which event the Escrow Agent shall deliver the Xxxxxxx Money to Buyer, without the consent or joinder of Seller being required, this Agreement shall be null and void, and Seller and Buyer shall be released from all further obligations under this Agreement except as may be otherwise set forth herein. In the event Buyer does not elect to terminate this Agreement as described above, Buyer shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall deliver to Buyer at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty, and assign to Buyer at Closing, there is damage to or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition extent assignable, all of Seller's right, title and interest in any claim under any applicable insurance policies in respect of such casualty not yet paid to Seller, together with payment to Buyer, in cash (or at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a Buyer's option by credit against the Purchase Price in Price), of an amount equal to the lesser of: sum of (a) deductible(s), if any, applicable to such loss under the insurance policy(ies), (b) the amount of any uninsured loss, and (c) any insurance proceeds which are not assignable or assigned to Buyer at Closing, and there shall be no reduction in the Purchase Price for the Property (other than the aforementioned credit, if so elected by Buyer). If the casualty loss does not involve a "substantial portion" of the Property, as defined herein, then Buyer shall be obligated to close the transaction contemplated herein according to the terms hereof, notwithstanding such casualty loss, and Seller shall (i) deliver to Buyer at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty, and (ii) assign to Buyer at Closing, to the extent assignable, all of Seller's right, title, and interest in any claim under any applicable insurance policies in respect of such casualty not yet paid to Seller, together with payment to Buyer, in cash (or at Buyer's option by credit against the Purchase Price), of an amount equal to the sum of (x) any insurance proceeds which are not assignable or assigned to Buyer at Closing, (y) the deductible(s), if any, applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible such loss under the applicable Management Agreementinsurance policy(ies), and (z) the reasonable estimated costs for the repair or restoration amount of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profitsany uninsured loss, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable there shall be no reduction in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering for the Property to (other than the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) aboveaforementioned credit, if so elected by Buyer). If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions For purposes of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement22(B), the Property phrase "uninsured loss" shall mean any loss resulting from a casualty which is the subject of such not covered by Seller's casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property insurance policy, as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect opposed to any Property that loss which, though covered, is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applieddeductible.

Casualty. If, prior to the ClosingScheduled Closing Date, there all or a Significant Portion of the Real Property and Improvements is damage destroyed or damaged by fire or other casualty, Seller will notify Purchaser of such casualty. Purchaser will have the option to or destruction terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s electionnotice. If this Agreement is terminated, either (i) repair, restore the Xxxxxxx Money Deposit will be returned to Purchaser and thereafter neither Seller nor Purchaser will have any further rights or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner obligations to the condition at least other hereunder except with respect to the Termination Surviving Obligations. If Purchaser does not elect to terminate this Agreement or less than a Significant Portion of the Real Property and Improvements is destroyed or damaged as good and useful as that in which it existed prior aforesaid, neither Seller nor the Property Owner will be obligated to repair such damage or destruction but (a) Seller will (or (iiwill cause Property Owner to) (Ai) with respect turn over to any CLP Managed Property onlyPurchaser the insurance proceeds net of reasonable collection costs (or if such have not been awarded, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s its right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically therein) payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only fire or other casualty and (except ii) assign to AFE (as reconstituted on the Closing Date with respect to those provisions which are expressly contemplated hereby to survive Purchaser as the termination of this Agreementdirect or indirect owner therein), the without any representation, warranty or recourse whatsoever, all of Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. FurtherOwner’s rights, in the event of a casualty with respect if any, to any Property that is subject payments to a Loan that Buyer assumes, to be made (after the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller Closing Date) with respect to the Property is inconsistent with under any applicable rental loss insurance policies in effect on the Closing Date, and (b) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser will receive credit for any insurance deductible amount. In the event Seller or Property Owner elects to perform any repairs as a result of a casualty prior to Closing, (i) the performance thereof shall be subject, except in the case of emergency or to perform repairs required by applicable law, to Purchaser’s consent, not to be unreasonably withheld, conditioned or delayed, and (ii) Seller will be entitled to deduct its costs and expenses from any amount to which Purchaser is entitled under this Section 15.111.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property which right shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to survive the Closing, . Neither Seller shall provide Buyer with a credit against nor Property Owner will have any right to elect to perform any repairs after the Purchase Price at Closing in an amount equal to such proceeds so appliedClosing.

Casualty. If, If at any time prior to the Closing, Closing there is damage a Material Issue that occurs with respect to the Premises as a result of fire or destruction any other casualty (“Casualty”), Seller shall give written notice (“Casualty Notice”) thereof to the Purchaser. If the Premises is the subject of any part of such a PropertyCasualty, Sellers Purchaser shall provide Buyer prompt Notice thereof and have the applicable Seller shall, at such Seller’s election, either option to: (i) repairterminate this Agreement upon written notice to Seller, restore if Seller is unwilling or replaceunable to repair the damage to Purchaser’s reasonable satisfaction within a reasonable period of time or provide funds or a credit to the Purchase Price to provide funds for Purchaser to repair the damage, or cause in which event the Deposit paid by the Purchaser, shall be returned to Purchaser, and, thereafter, this Agreement shall be deemed to be repairednull, restored or replaced, such damaged Property in a reasonably good void and workmanlike manner to the condition at least as good of no further force and useful as that in which it existed prior to such damage or destruction effect; or (ii) (A) accept title to the Premises with respect to any CLP Managed Property only, provide Buyer with a credit against no adjustment of the Purchase Price in an amount equal and upon the Closing, Seller shall assign, transfer and set over to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration Purchaser all of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest of Seller and/or the County in and to all the proceeds from all casualty, business interruption, lost profits, and other applicable of any insurance policies maintained by any Seller, Manager or Tenant with respect to the PropertyPremises paid between the date of this Agreement and Closing and any deductible payable by Seller (less amounts incurred by Seller in performing necessary repairs to protect the Premises), except those proceeds specifically payable and all unpaid claims and rights in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior losses to the Premises shall be assigned to Purchaser at Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against without in any manner affecting the Purchase Price Price. Risk of loss shall pass to Purchaser at Closing in an amount equal to Closing. For the amount purposes of such proceeds actually received by Sellersthis section, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum “Material Issue” means either any single issue, circumstance or fact or series of the insurance proceeds that have already been received by any Seller prior to Closing issues, circumstances or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In additionfacts, with respect to the CLP Managed PropertiesPremises discovered and documented in a third-party report or otherwise that creates a potential liability or expense to Purchaser for repair or remedial costs or other expense, Buyer liability or obligation equal to or greater than Five Hundred Thousand Dollars ($500,000). In the event an immaterial part of the Premises is damaged or destroyed as a result of a Casualty and it is not a Material Issue, Seller shall promptly contract for and commence repairs and complete such repairs as soon as practicable and the parties shall proceed with Closing as set forth herein without repair of the casualty damage and Purchaser shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property damage estimate, as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained reasonably determined by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedPurchaser.

Casualty. If, prior to the Closing, there all or any portion of the Property is damaged by fire or any other cause whatsoever, Seller shall promptly give Purchaser written notice of such damage. If the cost for repairing such damage to is Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such less (as determined by Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreementindependent insurer), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer then Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to receive the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any deductible plus all insurance proceeds received by Seller on account as a result of such loss, or an assignment of Seller’s rights to such insurance proceeds, and this Contract shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage or destruction have been applied to the restoration of replace the Property. In additionRegardless of the size of the loss, for any damage not repaired prior to Closing, Seller shall not agree to any insurance settlement without Purchaser’s prior written consent, not to be unreasonably withheld, conditioned or delayed. If the cost for repairing such damage is greater than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (as determined by Seller’s independent insurer), or if any Key Tenant is able to terminate its lease as a result of such fire or any other casualty, then Purchaser shall have the option, exercisable by written notice delivered to Seller within five (5) days after Seller’s notice of damage to Purchaser, which notice from Seller shall be accompanied by the written estimate of the cost for repair, either to (i) receive the amount of the deductible plus all insurance proceeds received by Seller as a result of such loss, or an assignment of Seller’s rights to such insurance proceeds, and this Contract shall continue in full force and effect with respect to the CLP Managed Properties, Buyer shall receive a credit against no reduction in the Purchase Price in an amount equal Price, and Seller shall have no further liability or obligation to any known deficiency in the insurance proceeds with respect to the repair of such damage or destructionto replace the Property; or (ii) terminate this Contract. Buyer If Purchaser elects to terminate this Contract, Purchaser shall continue give written notice to Seller thereof within such five (5) day period, the Deposit shall be obligated returned to purchase the Properties notwithstanding the damage Purchaser, and thereafter neither party will have any further rights or destruction without obligations hereunder, except for any adjustment obligations that expressly survive termination. If Purchaser fails to the Purchase Price notify Seller within such five (except as otherwise provided in 5) day period of Purchaser’s intention to terminate this Section 15.1Contract, then Purchaser shall be deemed to have elected option (i) and Purchaser and Seller shall proceed to Closing in accordance with, and subject to, with the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedContract.

Casualty. If, prior Notwithstanding any other provision to the Closingcontrary contained in this Section 11.02, there is damage in the event that, as a result of such Casualty, Lessee shall reasonably estimate in the exercise of commercially reasonable judgment that it will be unable to use such damaged Property for the customary operation of Lessee’s business for more than one hundred eighty (180) days and such Casualty has occurred in the last two (2) years of the Term or destruction any extension of any part of a the Term, then, subject to the terms and conditions hereinafter set forth, Lessee shall have the right, exercisable by written notice given to Lessor no later than thirty (30) days following such Casualty, to cause Lessor to modify this Lease to remove the damaged Property (and reduce the Base Annual Rental pursuant to the terms below) and, following such removal, Lessee shall have no further responsibility to Lessor with respect to such damaged Property, Sellers except for such indemnity or other provisions of this Lease which may. relate to such damaged Property. Such modification shall provide Buyer prompt Notice thereof not be effective, and the applicable Seller shallLessee’s obligation to pay Base Annual Rental hereunder shall continue, at such Seller’s election, either until and unless (i) repairLessee has complied with all obligations pursuant to Section 6.03 hereof, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect Lessee has paid to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer Lessor all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, Rental and other applicable insurance policies maintained by any Seller, Manager or Tenant amounts payable with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for damaged Property through the period prior to date of the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by SellersCasualty, and (Ciii) provide Buyer with a credit against the Purchase Price in an amount equal Lessee has paid or has caused to the sum of the be paid to Lessor as its interests may appear all insurance deductibles, and all insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence which shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied paid to the restoration of the Property. In addition, Lessee with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair destruction or damage of such damage or destructionProperty and not utilized towards the repair, alteration, restoration, replacement and rebuilding of such Property. Buyer shall continue Upon removal of a Property pursuant to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement11.02(e), the Property Base Annual Rental shall be adjusted by multiplying the then current Base Annual Rental by a fraction, the numerator of which is the subject total value of such casualty and all Personal the retained Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced (determined by the amount gross purchase price allocated to the particular Property by Lessor at the time of Lessor’s acquisition of the Purchase Price Property), the denominator of which is the total value for all of the Properties (determined by the gross purchase price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event Properties by Lessor at the time of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms Lessor’s acquisition of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedProperties).

Casualty. (a) If, prior to the ClosingClosing Date, there is damage to or destruction a material part (as defined below) of any part Individual Property is destroyed or damaged by fire or other casualty, the Seller of such Individual Property shall promptly notify Buyer of such fact (“Material Damage Notice”). Thereafter, such Seller shall engage the Architect (as defined below) to certify to such Seller and Buyer, with reasonably adequate supporting documentation, whether the Available Restoration Funds (as defined below) are sufficient to restore such Individual Property to substantially its same condition and to provide sufficient revenue to replace rental revenue lost as a Propertyresult of such casualty. After the Architect makes its determination, Sellers Seller shall so notify Buyer in writing (the “Second Notice”), which shall contain Architect’s determination, and all supporting documentation. If the Architect determines that the Available Restoration Funds are not sufficient to restore such Individual Property to substantially its same condition and to provide sufficient revenue to replace rental revenue lost as a result of such casualty, Buyer prompt Notice thereof shall have the right to terminate this Agreement with respect to such Individual Property or the Portfolio in which such Individual Property is located, in which event Buyer shall be entitled to a return of the portion of the Deposit allocable to such Individual Property or Portfolio, as applicable, provided that Buyer is not then in default hereunder after all applicable notice and cure periods, and a corresponding reduction in the applicable Seller shallPurchase Price shall be made at Closing. Such right of termination must be exercised by Buyer, if at all, within ten (10) Business Days after receipt of such Seller’s electionSecond Notice. However, either if (i) repairthe Architect determines that the Available Restoration Funds are sufficient to restore such Individual Property to substantially its same condition and to provide sufficient revenue to replace rental revenue lost as a result of such casualty, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) the damage or destruction constitutes less than a material part of an Individual Property, then (A) with respect Buyer shall not have the right to any CLP Managed Property onlyterminate this Agreement, provide Buyer with a credit against (B) the Purchase Price in an amount equal shall not be abated, (C) the Seller of such Individual Property shall assign to Buyer (without any recourse) on the Closing Date the rights of such Seller to the lesser of: (y) the applicable insurance deductible proceeds (except to the extent that any Manager is responsible for any applicable already applied by Seller in effecting the repair and restoration, or to cover rent loss prior to closing), and (D) to the extent not already applied by Seller to effect the repair and restoration, Buyer shall be entitled to receive from such Seller the sum of the deductible, if any, and the Seller’s Contribution Amount. As used herein, “Available Restoration Funds” means the sum of (x) the insurance deductible under proceeds (including rent loss insurance), (y) the applicable Management Agreement)amount of the deductible, if any, and (z) any additional amount Seller may elect to contribute to such restoration (the reasonable estimated costs for “Seller’s Contribution Amount”). For the repair or restoration purposes hereof, a “material part” of an Individual Property shall mean damage to any portion of an Individual Property that (1) permits tenant(s) who occupy in the aggregate more than fifteen percent (15%) of the Propertyrentable square feet of space within a Building to terminate their Leases, as applicableand such tenants do not waive such termination rights in writing, required (2) destroys a material portion of the parking spaces available to a Building which cannot be replaced, or (3) Seller’s insurance company refuses to confirm in writing to Buyer that the damage shall be covered in full, subject only to the deductible. As used herein, the “Architect” means an architect or other professional mutually and reasonably agreed upon by Buyer and Sellers. In furtherance hereof, in the event less than a material part of any Individual Property is damaged after the Effective Date, Sellers shall, in accordance with sound management practice, endeavor to repair such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignableDate, and provided that if such repair is not completed by the Closing Date, the Closing shall not be postponed and the balance of the insurance proceeds are not assignable, shall be assigned to Buyer and Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property deductible, to the extent such proceeds would have otherwise been transferred not already applied by Seller to effect the repair and assigned to Buyer under clause (B) aboverestoration. If, pursuant Notwithstanding anything herein to the preceding sentencecontrary, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence event the Architect determines that any damage to a material part of an Individual Property cannot be repaired within nine (9) months, Buyer shall apply, except have the right to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, terminate this Agreement with respect to the CLP Managed Propertiessuch Individual Property or Portfolio within ten (10) days after receiving notice of such determination, in which event Buyer shall receive a credit against refund of the Purchase Price in an amount equal to any known deficiency in portion of the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect Deposit allocable to such Individual Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedPortfolio.

Casualty. IfIn the event of any loss, damage, or destruction to the assets or properties of the Company resulting in losses of $25,000 or greater, after the date of this Agreement and prior to the Closing, there is whether by fire, theft, vandalism, terrorism, flood, earthquake, force majeure or other cause or casualty (a “Casualty”), the Company shall promptly notify the Purchaser of the occurrence thereof. Upon receipt of such notice, the Purchaser shall have the right to terminate this Agreement in accordance with the provisions of Section 9.1(a)(iv). In the event of such Casualty, if the Purchaser chooses not to terminate the Agreement, at the option of the Stockholders’ Representative, the Stockholders shall have the right to (a) cause the Company to repair and restore the loss, damage to or destruction of any part of a Propertybefore the Closing, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either in which event (i) repair, the Stockholders shall cause the Company to restore such assets or replace, or cause properties to be repaired, restored or replaced, such damaged Property substantially the condition in a reasonably good and workmanlike manner which they existed immediately prior to the condition at least as good and useful as that in which it existed prior to such damage or destruction or Casualty, (ii) (A) with respect the Stockholders shall be entitled, but not obligated, to any CLP Managed Property only, provide Buyer with a credit against postpone the Purchase Price in an amount equal Closing for up to 30 Business Days upon written notice of such postponement to the lesser of: (y) Purchaser, which notice shall specify a new date for the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement)Closing, and (ziii) if such repair and restoration work is not completed at the reasonable estimated costs for Closing, the repair Purchaser shall have the right to terminate this Agreement or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect proceed to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions in which are expressly contemplated hereby to survive event the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Estimated Purchase Price shall be reduced by the amount of the Purchase Price allocated estimated cost of repair and restoration for such assets or properties, or (b) without repairing the Casualty, and without recourse or warranty, cause the Company to pay the Purchaser the amount of the deductible (or the self-insured retainage) under the insurance policy of the Company covering such Property assets or properties, whereupon the Closing shall take place as set forth on Exhibit D attached hereto. Further, if no Casualty had occurred and without any reduction in the event Estimated Purchase Price. Notwithstanding any other provision of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, this Agreement to the extent that contrary, any amount withheld from the terms of the Loan Documents relating Purchaser Stock Consideration pursuant to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating 5.13 shall not also be recoverable pursuant to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.Article X.

Casualty. If, If the Property or any part thereof is damaged by fire or other casualty prior to the ClosingClosing Date which would cost in excess of $763,000 to repair (as determined by an insurance adjuster mutually selected by Buyer and Seller), there Buyer may, as its sole and exclusive right and remedy, terminate this Agreement by written notice to Seller given on or before the earlier of (a) fifteen (15) days following such casualty or (b) the Closing Date. In the event of such termination, the Exxxxxx Money shall be returned to Buyer and neither party shall have any further obligation under this Agreement, except for the Termination Surviving Obligations. If Buyer is damage not entitled to or destruction does not timely elect to so terminate this Agreement, then the Closing shall take place as herein provided without abatement of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement)Price, and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) Seller shall assign and transfer and assign to Buyer on the Closing Date, without warranty or recourse, all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior paid or payable to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage fire or destruction have been applied casualty (including, without limitation, rent loss proceeds applicable to the restoration period on and after the Closing Date), less Seller’s reasonable costs of collection thereof and of amounts used for reasonable repair. Notwithstanding the Property. In addition, with respect foregoing to the CLP Managed Propertiescontrary, if proceeds have not been disbursed to Seller by Seller’s insurance company, and Seller’s insurance company refuses to transfer or assign to Buyer shall receive a credit against the Purchase Price in an amount equal right to the balance of any known deficiency in the such insurance proceeds with respect to the repair of such damage at or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s optionregardless of whether the casualty is deemed material pursuant to this Section 12.1, Buyer shall have the right to terminate this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive and receive a return of the termination of this Agreement)Exxxxxx Money, the Property which is the subject unless, in lieu of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced transfer by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable Seller’s insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closingcompany, Seller shall agrees to provide Buyer with a credit against the Purchase Price at Closing in an amount equal to the amount the Buyer is otherwise entitled pursuant to this Section 12.1 as a result of such proceeds so appliedcasualty.

Casualty. (a) If, on or prior to the date of the Closing, there is damage to all or destruction a "material part" (as defined below) of any part of Real Property Asset shall be damaged or destroyed by fire or other casualty (a Property"casualty event"), Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shallthen, in any such event, Acquiror may, at such Seller’s electionits option, either (i) repairelect to exclude such Real Property Asset from the transactions contemplated by this Agreement, restore or replace, or cause whereupon such Real Property Asset shall be deemed to be repairedan Excluded Real Property Asset, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior Purchase Price shall be reduced by the Allocable Portion relating to such damage Excluded Real Property Asset and the parties hereto shall be released of all obligations and liabilities of whatsoever nature in connection with such Excluded Real Property Asset (other than Seller's obligation to cause such asset to be transferred or destruction distributed in accordance with Section 5.08 and Indemnitor's indemnification obligations hereunder in respect of such Excluded Real Property Asset), or (ii) proceed to close the transactions contemplated by this Agreement, in which event all of the provisions of Subsections 9.01(b)(i) and 9.01(b)(ii) below shall apply. If a Real Property Asset is elected to be treated as an Excluded Real Property Asset pursuant to clause (i) of this Section 9.01(a), then Seller shall use all reasonable commercial efforts to cause such Excluded Real Property Asset to be transferred from the Company or the related Company Subsidiary prior to the Closing Date. If Acquiror shall fail to make an election pursuant to this Section 9.01(a) prior to the earlier of (A) thirty (30) days after Acquiror's receipt of written notice of the applicable casualty event from Seller and (B) the Closing Date, then Acquiror shall be deemed to have made an election pursuant to clause (ii) of this Section 9.01(a). (b) If, on or prior to the Closing Date, less than a material part of any Real Property Asset shall be damaged or destroyed by a casualty event, Acquiror shall nevertheless consummate the transactions contemplated herein pursuant to all the terms and conditions of this Agreement (without any adjustment to the Purchase Price except as otherwise set forth herein) with respect to any CLP Managed such damaged Real Property onlyAsset, provide Buyer with a credit against the Purchase Price in an amount equal subject to the lesser offollowing: (i) Seller shall not (x) adjust and settle any insurance claims with respect to such damaged Real Property Asset, or (y) the applicable insurance deductible (except to the extent that enter into any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs construction or other contract for the repair or restoration of such damaged Real Property Asset, in each case, without Acquiror's prior written consent (except no such consent shall be necessary to repair or restore any emergency or hazardous condition at such damaged Real Property Asset), which consent shall not be unreasonably withheld or delayed, and (ii) at the PropertyClosing, Seller shall (1) pay over to Acquiror the amount of any insurance proceeds, to the extent collected by Seller in connection with such casualty event, less the amount of the actual and reasonable unreimbursed expenses incurred by Seller in connection with collecting such proceeds and making any repairs to the applicable Real Property Asset occasioned by such casualty event pursuant to any contract (provided that such contract was reasonably approved by Acquiror as applicable, required by such damage or destruction, this Section) and (B2) transfer and assign to Buyer Acquiror in form reasonably satisfactory to Acquiror all of Seller’s 's right, title and interest in and to all any insurance proceeds from all casualtythat are uncollected at the time of the Closing and that may be paid in respect of such casualty event. Seller shall reasonably cooperate with Acquiror in the collection of such proceeds, business interruption, lost profits, and other applicable which obligation shall survive the Closing. To the extent that insurance policies maintained by any Seller, Manager or Tenant proceeds are paid over to Acquiror with respect to any damage to an Acquired Real Property Asset pursuant to clause (ii) of this Section 9.01(b), Acquiror shall use reasonable commercial efforts to cause such damage to be repaired; provided, however, that the Property, except those proceeds specifically payable foregoing shall not require Acquiror to expend any funds in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount excess of such insurance proceeds actually received by SellersAcquiror in respect of such damage pursuant to clause (ii) of this Section 9.01(b). For the purpose of this Section, the phrase a "material part" of a Real Property Asset shall mean a portion of such Real Property Asset the cost of repair or restoration of such portion is estimated by a reputable contractor selected by Seller and reasonably satisfactory to Acquiror, to be in excess of five percent (C5%) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior Allocable Portion relating to Closing or applied against any debt encumbering the such Real Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause Asset. (Bc) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage Real Property Asset or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement portion thereof shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced damaged or destroyed by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closingevent, Seller shall provide Buyer with a credit against promptly give Acquiror written notice of such event, including information in reasonable detail regarding the Purchase Price at Closing in an amount equal extent of the damage to such proceeds so appliedReal Property Asset or portion thereof.

Casualty. If(a) If all or any portion of any Property (each, prior a “Damaged Property”) is destroyed or damaged as a result of fire or any other casualty (a “Casualty”), the Sellers shall promptly give written notice thereof (the “Casualty Notice”) to the Closing, there is damage to or destruction of any part Buyer. Notwithstanding the occurrence of a PropertyMajor Casualty, Sellers a Property shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either not be a Withdrawn Property if (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner the damage resulting from the Casualty is covered by the Insurance Policies (subject only to the condition at least as good and useful as applicable deductible) or by funds that in which it existed prior the Sellers commit to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with by way of a credit against the applicable allocation of the Purchase Price or agree to remedy in an amount equal accordance with Section 2.4(a), (ii) subject to the lesser of: (y) rights of any lender under the Debt Agreements, the proceeds of any applicable Insurance Policy, less any costs and expenses reasonably incurred by the Sellers to settle any insurance claims and obtain such insurance proceeds and to effect any repair or restoration made to such Property prior to the applicable insurance deductible (except Closing, shall be paid, or the rights thereto assigned, to the extent that any Manager is responsible for any applicable insurance deductible under Buyer at the applicable Management Agreement)Closing, (iii) all unpaid claims and rights in connection with the Casualty shall be assigned to the Buyer at the applicable Closing, (iv) there is rent interruption insurance in place for a period sufficient to cover any anticipated loss in revenue from the Damaged Property resulting from such Casualty, and (zv) there is no known material impediment to obtaining all governmental approvals to permit the reasonable estimated costs for the repair Damaged Property to be rebuilt or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign repaired substantially to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period its condition prior to such Casualty. Upon the Closing to the extent assignableoccurrence of a Major Casualty, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) provision set forth in the preceding sentence shall applyis not satisfied, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive have the right, at its sole option, to either (a) treat such Property as a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, howeverWithdrawn Property and, if any applicable, require the Sellers to divest such casualty results in any Tenant terminating Property pursuant to Section 2.1(b)(ii) by giving the Sellers written notice to such effect within 10 days after its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated receipt of a Casualty Notice or (b) consummate a Securities Transfer with respect to such Property. (b) If a Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of a Major Casualty but the Buyer either is not entitled to or does not elect to treat such casualty Damaged Property as a Withdrawn Property pursuant to the provisions of this Section 7.2, then the Sellers shall prior to the applicable Closing cause all temporary repairs to be made to the Damaged Property as shall in the Sellers’ reasonable judgment be required to prevent further deterioration and all Personal damage to the Damaged Property associated therewith and to protect public health and safety. (c) If a Property is the subject of a Casualty which is not a Major Casualty, such Property shall not be deemed excluded from a Withdrawn Property, and (i) subject to the Acquisition rights of any lender under the Debt Agreements, the proceeds of any applicable Insurance Policies, less any costs and the Purchase Price shall be reduced expenses incurred by the amount of the Purchase Price allocated Sellers to settle any insurance claims and obtain such insurance proceeds and to effect any repair or restoration made to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the applicable Closing shall be paid to the Buyer at the applicable Closing, Seller and (ii) all unpaid claims and rights in connection with the Casualty shall provide be assigned to the Buyer with a credit against at the Purchase Price at applicable Closing without in an amount equal any manner affecting the consideration in respect of such Property payable to such proceeds so appliedthe Sellers hereunder.

Casualty. IfExcept as otherwise provided in this Agreement, prior Seller assumes all risks for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If before the Closing, there is damage to the Property, or destruction of any part thereof, suffers any damage from fire or other casualty Seller will notify Purchaser of a Property, Sellers shall provide Buyer prompt Notice thereof and such fact (the applicable Seller shall, at such “Seller’s election, either (i) repair, Casualty Notice”). If the damage from fire or other casualty in Seller’s reasonable estimate will require in excess of $1,000,000.00 to repair and restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect is in excess of $100,000 and is not covered by insurance and Seller is not willing to any CLP Managed Property only, provide Buyer with a credit against reduce the Purchase Price in an by the amount equal of such uninsured loss, Purchaser may terminate this Agreement by notice to the lesser of: Seller given within ten (y10) the applicable insurance deductible (except days following Seller’s Casualty Notice to Purchaser, in which case Purchaser shall be entitled to the extent that any Manager is responsible for any applicable insurance deductible under return of the applicable Management Agreement)Deposit, and (z) thereafter neither party shall have any rights or obligations under this Agreement, other than the reasonable estimated costs for Surviving Obligations. If Purchaser does not terminate this Agreement, it shall remain in full force and effect, Purchaser agrees that it will consummate the repair or restoration of Closing and accept the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all assignment of Seller’s right, title and interest in and to all the net proceeds from all casualty(or rights under the policy) of any insurance covering such damage, business interruption, lost profits, and other applicable including any rent loss insurance policies maintained by for the period after the Closing (less an amount equal to any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits expenses and costs incurred by Seller to collect or adjust such insurance or to secure the Improvements or initiate repairs or restoration of the Property, and any portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date shall be payable to Seller (collectively, “Seller Expenses”)), to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against does not exceed the Purchase Price in Price, plus an amount equal to Seller’s deductible under its insurance policy applicable to such casualty, and there shall be no reduction in the sum of Purchase Price, except for the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) uninsured loss as contemplated above. If, pursuant to the preceding sentence, the applicable Seller elects toif applicable, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable obligation of Seller to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Propertycomplete restoration. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents If prior to the Closing, the Property, or any part thereof, suffers any such damage which will in Seller’s reasonable estimate require less than $1,000,000.00 to repair or restore, Purchaser agrees that it will consummate the Closing and accept the assignment of the net proceeds (or rights under the policy) of any insurance covering such damage, including any rent loss insurance for the period after the Closing (less Seller shall provide Buyer with a credit against Expenses), to the extent the amount of such net proceeds does not exceed the Purchase Price at Closing in Price, plus an amount equal to Seller’s deductible under its insurance policy applicable to such proceeds so appliedcasualty, and there shall be no reduction in the Purchase Price or obligation of Seller to complete restoration.

Casualty. If, prior to the ClosingClosing Date, a material part (as defined in this Section 16.2) of any Property is destroyed or damaged by fire or other casualty (a “Damaged Property”), Sellers shall promptly notify Buyer of such fact and Buyer, at its option, may terminate the Agreement with respect to such Damaged Property. In such event, the Purchase Price shall be adjusted by the amount of the Purchase Price attributed to such Damaged Property on Schedule 5 attached hereto and the Deposit shall be reduced on a prorata basis. Buyer shall have the right to terminate this Agreement with respect to such Damaged Property with by giving notice to Sellers not later than ten (10) Business Days after receipt of Sellers’ notice. In the event Buyer elects to terminate the Agreement with respect to the Damaged Property, Sellers shall have the right to terminate this Agreement in its entirety by written notice to Buyer within ten (10) Business Days after receipt of Buyer’s termination notice for the Damaged Property, in which event the Deposit shall be returned to Buyer and no party shall have any further obligation to the other, unless such obligation expressly survive the termination of this Agreement. For the purposes hereof, a “material part” of a Property shall mean any portion of the Property where the amount required to repair or restore the destruction or damage caused by fire or other casualty is reasonably estimated by Buyer and Sellers to be more than two and one-half percent (2.5%) of the Purchase Price for such Property (as set forth on Schedule 5) or if any Tenant occupying more than 3,000 square feet terminates its Lease at the Property as a result of the fire or other casualty. Provided, if any Tenant terminates its lease as a result of a casualty, the Purchase Price shall be reduced using the formula for calculation of an Earnout Payment and the terminated lease shall become an Earnout Space. If Buyer does not elect to terminate this Agreement as aforesaid, or if there is damage to or destruction of any part an “immaterial part” (i.e., anything other than a material part) of a Propertythe Properties by fire or other casualty, there shall be no abatement of the Purchase Price and Sellers shall provide assign to Buyer prompt Notice thereof and (without recourse) on the Closing Date the rights of Sellers to any portion of the proceeds that has not been used by Sellers to repair such casualty under Sellers’ insurance policies, if any, covering the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign Buyer shall be entitled to Buyer all of Seller’s right, title receive and interest in and to all proceeds keep any such monies received from all casualty, business interruption, lost profits, and other applicable such insurance policies maintained (and shall be entitled to applicable deductibles, if any). In furtherance hereof, in the event an “immaterial part” of the Properties is damaged after the date hereof, Sellers shall, in accordance with sound management practice, repair such damage and Buyer shall, on the Closing Date, reimburse to Sellers the cost thereof, less any amount of insurance proceeds received by any Seller, Manager or Tenant with respect Sellers (but not paid to the Property, except those proceeds specifically payable Buyer) in connection therewith. Sellers shall not enter into any settlement with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by carrier without the consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed. Sellers shall not modify, terminate or otherwise permit any Seller prior of Sellers’ existing insurance policies to Closing lapse or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction terminate prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent . If any insurance proceeds received by Seller on account of such damage or destruction have been applied which occurs prior to the restoration of the Property. In additionClosing Date is not covered by Sellers’ insurance, with respect then Buyer’s sole remedy shall be to the CLP Managed Properties, Buyer shall either (a) close and receive a credit against the Purchase Price in an the amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage , or destruction without any adjustment to the Purchase Price (except as otherwise provided in b) terminate this Section 15.1) Agreement in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied16.3 hereof.

Casualty. (a) If, after the date of execution of this Agreement and prior to the Closing, there is damage to or destruction of any a material part of the Oil and Gas Assets suffers a PropertyCasualty Loss or if a material part of the Oil and Gas Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or threatened, Sellers shall provide promptly give Buyer prompt Notice thereof written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement and prior to the Closing, Buyer may elect to exclude the affected Oil and Gas Assets from this Agreement, whereupon the Purchase Price shall be adjusted downward by the Allocated Value of the affected Oil and Gas Assets, and the applicable Seller shallaffected Oil and Gas Assets shall be treated as Excluded Assets for all purposes under this Agreement. (c) Unless the Oil and Gas Assets affected by a Casualty Loss are excluded pursuant to Section 8.9(b), at such Seller’s election, either (i) repairat the Closing, restore the Oil and Gas Assets affected by a Casualty Loss or replacecondemnation shall be included in the Closing and Buyer shall pay the full Allocated Value therefor, or cause subject to be repairedany applicable adjustments under this Agreement, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) Buyer’s recourse with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal condemnation or Casualty Loss shall be limited to the lesser of: (y) the proceeds of Sellers’ applicable insurance deductible coverage actually recovered by Sellers in respect thereof or other sums paid to Sellers by third parties (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreementor an assignment of claims related thereto), and (z) which proceeds or other sums shall be payable to Buyer only upon or after the reasonable estimated costs for the repair or restoration Closing of the Property, as applicable, required by such damage transactions contemplated hereby. Sellers shall have no other liability or destruction, (B) transfer and assign responsibility to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to a condemnation or Casualty Loss, EVEN IF SUCH CASUALTY LOSS SHALL HAVE RESULTED FROM OR SHALL HAVE ARISEN OUT OF THE SOLE OR CONCURRENT NEGLIGENCE, FAULT, OR VIOLATION OF A LEGAL REQUIREMENT (BUT NOT THE WILLFUL MISCONDUCT OF SELLERS OR ANY SELLER PARTIES). (d) Unless the Propertyaffected Oil and Gas Assets are excluded pursuant to Section 8.9(b), except those (i) no insurance or condemnation proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received be committed or applied by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace a lost, damaged, destroyed or taken portion of the Oil and Gas Assets if the cost to repair, restore or replace a lost, damaged, destroyed or taken portion of the Oil and Gas Assets is projected to exceed $50,000, (ii) to the extent such damage proceeds are not committed or destruction applied by any such Seller prior to the Closing DateDate in accordance with this Section 8.9(d), then Sellers shall at the provisions Closing pay to Buyer all sums paid to Sellers by reason of clause such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Sellers in collecting such proceeds, (iiiii) in the preceding sentence shall apply, except addition and to the extent any insurance such proceeds received have not been committed or applied by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, Sellers in accordance with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) 8.9(d), in accordance withsuch repair, and subject torestoration, the terms and conditions of this Agreement; providedor replacement, however, if any such casualty results in any Tenant terminating its Tenant Lease prior Sellers shall transfer to Closing, thenBuyer, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller without recourse against Sellers, all of the right, title, and interest of Sellers in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Sellers in collecting such proceeds, and (iv) any such funds that have been committed by Sellers for repair, restoration or replacement as aforesaid shall provide be paid by Sellers for such purposes or, at Sellers’ option, delivered to Buyer with upon Sellers’ receipt from Buyer of adequate assurance and indemnity that Sellers shall incur no liability or expense as a credit against the Purchase Price at Closing in an amount equal to result of such proceeds so appliedcommitment.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to Parcel A by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If, between the Effective Date and the Closing Date, Parcel A suffers Material Damage, Seller shall promptly, and in any event prior to the Closing, there is damage notify Purchaser. Purchaser may elect, by written notice delivered to or destruction Seller within fifteen (15) business days after receipt of any part of a Propertysuch notice, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, to either (ia) repairterminate this Agreement without further liability to Purchaser upon which Escrow Agent shall return the Xxxxxxx Money and interest earned thereon to Purchaser, restore or replaceand neither party shall have any further obligation to the other hereunder except as may be expressly provided in this Agreement, or cause (b) continue to Closing without reduction in the Purchase Price. The Closing Date shall be repairedextended as necessary to permit Purchaser the full fifteen (15) business days. “Material Damage” means damage which may cause, restored or replacedin Purchaser’s reasonable judgment, such damaged Property Purchaser to expend additional funds to prepare Parcel A for development in a reasonably good and workmanlike manner accordance with the Preliminary Parcel A Site Plans. If Purchaser does not terminate this Agreement in the case of Material Damage, Seller shall assign to Purchaser at the condition at least as good and useful as that in which it existed prior Closing its right to recover under any insurance policies covering such damage or destruction or (iiif any) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to shall pay Purchaser at the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellersthe deductible or other self-insured retention, if any. If between the Effective Date and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence Parcel A suffers damage which is not Material Damage, Seller shall apply, except assign to the extent any Purchaser all insurance proceeds received by Seller payable on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance withdamage, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior pay to Closing, then, Purchaser at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by Closing the amount of the Purchase Price allocated to any deductible or uninsured loss under such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedpolicy.

Casualty. If, If prior to the ClosingClosing Date, in Seller’s reasonable judgment (a) more than ten percent (10%) of the leasable area of the Improvements is destroyed by fire or other casualty, (b) any casualty materially impairs access to the Property, which impairment cannot reasonably be expected to be removed by application of available casualty insurance proceeds, or (c) any casualty causes the Property not to be in compliance with applicable law and such non-compliance cannot reasonably be expected to be corrected by application of insurance proceeds, Seller shall notify Buyer in writing of such fact and Buyer shall have the option to terminate this Agreement upon notice to Seller given within ten (10) days after Buyer’s receipt of Seller’s written notification, but in any event prior to the outside Closing Date hereunder. Upon such termination, the Escrow Agent shall return the Xxxxxxx Money (as and if yet made) to Buyer, this Agreement shall terminate and neither party shall have any further obligation or liability to the other, except for obligations that specifically survive the termination. In the event Buyer does not timely terminate this Agreement as aforesaid, or there is damage to or destruction to the Improvements that does not trigger a termination right, Seller shall assign to Buyer any insurance claims, upon the written consent of the applicable insurer, and the amount of any part of a Property, Sellers deductible shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against subtracted from the Purchase Price and Buyer shall acquire the Property pursuant to this Agreement without any other reduction in an amount equal the Purchase Price. In the event the applicable insurer will not consent to the lesser of: (y) assignments of any insurance claim to Buyer, Seller shall pursue the applicable insurance deductible claim on behalf of Buyer (except and Buyer shall assist Seller as reasonably requested by Seller) and will turn over insurance proceeds from such claim to the extent that Buyer, less any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all actual expenses of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount pursuit of such proceeds actually received by Sellersinsurance claim, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum upon Seller’s receipt of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedsame.

Casualty. IfWithin three (3) Business Days following a casualty event, Seller shall give Purchaser prompt written notice of the casualty event. Seller assumes all risks and liability for damage to or injury occurring to a Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If a Property, or any part thereof, suffers any damage prior to the Closing from fire or other casualty which Seller, at its sole option, does not elect to fully repair, and the cost of such repair is estimated by a contractor reasonably acceptable to Seller and Purchaser to exceed five percent (5%) of the Purchase Price allocated to such Property, Purchaser or Seller may elect at or prior to Closing, there is damage to or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either to: (i) repairterminate this Agreement and Purchaser shall receive a refund of the Xxxxxxx Money Deposit, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage event Seller and Purchaser shall be relieved and discharged from any further obligation or destruction or liability herein, except as expressly stated otherwise; (ii) terminate this Agreement as to any Property (Aor Properties) which suffers damage prior to the Closing from fire or other casualty which Seller does not elect to fully repair and adjust the Purchase Price based on the Allocations, in which event (a) the Purchase Price shall be adjusted based on the Allocations; (b) that portion of the Xxxxxxx Money Deposit allocable to the Property (or Properties) terminated pursuant to this subsection (ii) shall be immediately refunded to Purchaser; (c) except as otherwise provided in this Agreement, neither Seller nor Purchaser shall have any further liability or obligation under this Agreement with respect to any CLP Managed the terminated Property only, provide Buyer (or Properties); and (d) Seller and Purchaser shall proceed to close with a credit against the Purchase Price in an amount equal respect to the lesser of: remaining Properties; or (yiii) the applicable insurance deductible (except proceed to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement)Close, and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer in which event all of Seller’s assignable right, title and interest in and to all the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of policy covering such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in casualty (less an amount equal to any known deficiency in expense and cost reasonably incurred by Seller to repair or restore the insurance proceeds with respect Properties, which shall be payable to the repair Seller upon Seller’s delivery to Purchaser of such damage or destruction. Buyer satisfactory evidence thereof) shall continue be assigned to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance withPurchaser at Closing, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement Purchaser shall be terminated with respect entitled to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by a credit in the amount of Seller’s (or Tenant’s, as the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the case may be) deductible at Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.

Casualty. IfIf the Property shall sustain a Casualty, prior Borrower shall give prompt notice of such Casualty to Lender and shall promptly commence and diligently prosecute the Closingcompletion of the Restoration of the Property and otherwise comply with the applicable terms and terms provisions of the Senior Loan Agreement. Borrower shall pay all costs of Restoration (including, there is damage to without limitation, any applicable deductibles under the Policies) whether or destruction not such costs are covered by the Net Proceeds. Lender may, but shall not be obligated to, make proof of any part loss if not made promptly by Borrower. In the event of a PropertyCasualty where the loss does not exceed the Restoration Threshold, Sellers Borrower may settle and adjust such claim so long as no Event of Default has occurred and is continuing. Any such adjustment must be carried out by Borrower in a commercially reasonable and timely manner. In the event of a Casualty where the loss exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and adjust such claim only with the prior written consent of Lender (which consent shall provide Buyer prompt Notice thereof not be unreasonably withheld or delayed) and Lender shall have the applicable Seller shallopportunity to participate, at Borrower’s cost, in any such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreementadjustment; provided, however, if Xxxxxxxx fails to settle and adjust such claim within one hundred twenty (120) days after the Casualty, Xxxxxx shall have the right to settle and adjust such claim at Xxxxxxxx’s cost and without Xxxxxxxx’s consent. Notwithstanding any such casualty results Casualty, Borrower shall continue to pay the Debt at the time and in any Tenant terminating the manner provided for its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive payment in the termination of Note and in this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.

Casualty. (a) If, prior to the Closing, there is damage to or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either : (i) repair, restore the Broadcasting Assets are damaged or replace, destroyed by fire or other casualty or cause between the date hereof and the Closing Date or there is an environmental condition requiring remediation and it will take more than 30 days to be repairedrepair or remediate and the repair cost or remediation cost, restored individually or replacedin the aggregate (the "Repair Cost"), such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction will exceed $1,000,000; or (ii) there is any condemnation of a Substantial Portion (Ahereinafter defined) with respect of the real property included in the Broadcasting Assets, Buyer shall have the option either: (i) to any CLP Managed Property only, provide Buyer with a credit against accept the Broadcasting Assets in their condition and reduce the Purchase Price in an amount equal to by the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration sum of the Property, as applicable, required Repair Costs and/or the diminution in value caused by such damage the condemnation; (ii) to accept the Broadcasting Assets in their condition without a reduction in the Purchase Price but with Seller assigning or destruction, (B) transfer and assign delivering to Buyer all of Seller’s right's rights to any insurance proceeds for any damage or destruction and/or condemnation awards; or (iii) to cancel this Agreement by giving written notice to WXON-TV, title and interest Inc. not later than fifteen (15) days after the Repair Cost is determined or the condemnation occurs. Seller shall promptly notify Buyer in and to all proceeds from all casualty, business interruption, lost profits, and writing of any fire or other applicable insurance policies maintained by any Seller, Manager or Tenant casualty occurring with respect to the Property, except those proceeds specifically payable in connection Broadcasting Assets. Seller shall provide Buyer and its agents and contractors with access to any damaged Broadcasting Assets following any fire or other casualty so that Buyer can obtain an estimate of the Repair Cost within thirty (30) days after Seller notifies Buyer of the fire or other casualty. (b) If: (i) any of the Broadcasting Assets are damaged or destroyed by fire or other casualty or cause between the date hereof and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing Date or there is an environmental condition requiring remediation and the Repair Cost is equal to or less than $1,000,000; or (ii) there is a condemnation of less than a Substantial Portion of the extent assignable, and if such proceeds are not assignableBroadcasting Assets, Buyer shall receive a credit against have the option either (i) to accept the Broadcasting Assets in their condition and reduce the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the Repair Cost and/or the diminution in value caused by the condemnation, or (ii) to accept the Broadcasting Assets in their condition without a reduction in the Purchase Price but with Seller assigning or delivering to Buyer all of Seller's rights to any insurance proceeds that have already been received by for any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent and/or any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedcondemnation awards.

Casualty. If, In the event that (a) all or any portion of the Asset shall be damaged or destroyed by fire or other casualty (a “Casualty”) prior to the Closing, there and (b) either such Casualty is damage not a Major Casualty or Purchaser has elected not to or destruction of any part of a Propertyterminate this Agreement with respect to the Asset due to such Major Casualty, Sellers this Agreement shall provide Buyer prompt Notice thereof remain in full force and effect and both Parties shall proceed to close the applicable transactions contemplated herein pursuant to the terms hereof, in which event Seller shall, shall deliver to Purchaser at such Seller’s election, either the Closing (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner any insurance proceeds actually received by Seller attributable to the condition at least as good Asset from such casualty (except for proceeds previously used in connection with repairs to the Asset) and useful as that in which it existed prior to such damage or destruction or (ii) (Athe amount of any deductible(s) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement)Insurance Policies, and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and shall assign to Buyer Purchaser at the Closing all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profitsany claims which Seller may have under the Seller Insurance Policies covering the Asset, and other applicable insurance policies maintained by any Sellerthere shall be no reduction in the Purchase Price. As used in this Agreement, Manager or Tenant a “Major Casualty” with respect to the PropertyAsset shall mean the cost of repairing the damage from the Casualty, except those proceeds specifically payable in connection together with and allocable to any loss of rentals or business interruption and lost profits and costs incurred by Seller for attributable to the period prior to the Closing to the extent assignableof time after Closing, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount exceeds lesser of such proceeds actually received by Sellers(a) Five Million Dollars ($5,000,000), and (Cb) provide Buyer with a credit against fifteen percent (15%) of the Purchase Price in an amount equal Price. Purchaser may elect to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, terminate this Agreement with respect to the CLP Managed Properties, Buyer Asset subject to Major Casualty proceedings (but not any Other Asset) by giving written notice of its election to Seller not more than ten (10) Business Days after Purchaser receives notice of such Casualty; Purchaser’s failure to give written notice to Seller within such ten (10) Business Day period shall receive a credit against the Purchase Price in an amount equal constitute Purchaser’s election to any known deficiency in the insurance proceeds proceed to Closing with respect to the repair Asset. If Purchaser timely elects to terminate this Agreement as a result of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except a Major Casualty as otherwise provided in this Section 15.1) in accordance with, and subject to12.2, the terms Title Company shall return the Exxxxxx Money to Purchaser and conditions of this Agreement; provided, however, if neither Seller nor Purchaser shall have any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, further rights or obligations under this Agreement shall be terminated with respect to such Property only (except with respect to those provisions for the obligations of the Parties which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject including, Purchaser’s obligations under Section 5.3 of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached heretothis Agreement. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, Notwithstanding anything to the extent that the terms of the Loan Documents relating contrary in this Section 12.2 any election by Purchaser to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller terminate this Agreement under this Section 12.2 with respect to the Property is inconsistent with Asset or the terms Sonoma Golf Club shall be deemed to also constitute a termination of this Section 15.1, Agreement as to the terms other of the Loan Documents relating to Asset and the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedSonoma Golf Club.

Casualty. If, prior to the Closing, there is damage to If at any time on or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum Date any material portion of the insurance proceeds that have already been received by Improvements are destroyed or damaged as a result of fire or any other cause whatsoever, Seller prior shall promptly give written notice thereof to Closing Purchaser. In the event of destruction or applied against damage to a material portion of any debt encumbering of the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace Improvements on the Property, but Seller, Tenant or Manager is unable Purchaser shall have thirty (30) days from receipt of notice of such occurrence to repair, restore or replace such damage or destruction prior notify Seller in writing of its intent to terminate this Agreement. Upon termination pursuant to this provision Seller shall promptly refund the Closing Date, then Deposit to Purchaser and the provisions parties shall be relieved of clause (ii) in the preceding sentence shall applyfurther obligation hereunder, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair those that expressly survive termination of such damage or destruction. Buyer shall continue to be obligated to purchase In the Properties notwithstanding the event of such damage or destruction without any adjustment where Purchaser does not elect to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of terminate this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall remain in full force and effect and the parties shall proceed to Closing without any adjustment in the Purchase Price. All insurance proceeds shall be terminated with respect paid to an escrow agent reasonably acceptable to Seller and Purchaser, who shall hold the insurance proceeds until such Property only (except with respect time as Purchaser shall present reasonable evidence to those provisions which Seller as to whether Purchaser wishes to restore or demolish the damaged Improvements. If Purchaser elects to restore the Improvements, then the insurance proceeds shall be released to Purchaser for such purpose, and Purchaser shall proceed to the restoration of the Improvements. In the event that not all the insurance proceeds are expressly contemplated hereby to survive required for such restoration, then, upon completion of the termination of this Agreement)restoration, the Property which is the subject of such casualty and all Personal Property associated therewith excess proceeds shall be deemed excluded from payable to Seller. If the Acquisition and Purchaser elects to demolish all or any portion of the Purchase Price Improvements, the insurance proceeds shall be reduced by the amount of the Purchase Price allocated released to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, Purchaser to the extent that necessary for such demolition and the terms balance of the Loan Documents relating insurance proceeds shall be paid to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Seller. This Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the survive Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.

Casualty. IfIf at any time on or after February 3, 2011, but prior to the Closing, there is damage to the Timber or destruction of any part thereof is destroyed or damaged by fire or other casualty, Seller shall deliver to Purchaser, promptly following Seller’s discovery of a Propertysuch casualty, Sellers shall provide Buyer prompt Notice thereof written notice of such damage along with the Casualty Damage Value, and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to transactions contemplated by this Agreement shall be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner subject to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except provisions of this Section 7.2. The Closing Date shall be extended to the extent that any Manager is responsible for any applicable insurance deductible under necessary to permit the applicable Management Agreement), and compliance with all procedures set forth in this Section 7.2. (za) If the reasonable estimated costs for the repair or restoration Casualty Damage Value does not exceed one percent (1%) of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) the “Threshold Amount”), then Purchaser shall be required to purchase the Timber in accordance withwith this Agreement without a reduction of the Purchase Price. (b) If the Casualty Damage Value exceeds the Threshold Amount, and subject to, then Purchaser shall be required to purchase the terms and conditions of Timber in accordance with this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and provided that the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to the difference of (i) the Casualty Damage Value, minus (ii) the Threshold Amount. (c) If Purchaser, by delivering written notice to Seller within ten (10) days following Seller’s delivery of written notice of the damage, disputes the Casualty Damage Value reported by Seller, Purchaser and Seller shall attempt in good faith to resolve such proceeds so applieddispute and agree upon the Casualty Damage Value. If Purchaser and Seller are unable to agree as to the Casualty Damage Value on or before ten (10) days after Purchaser delivers to Seller written notice of its dispute, then such dispute shall be resolved in accordance with Section 13.14. The Closing Date shall be extended to the extent necessary to allow for the resolution of such dispute.

Casualty. IfUpon the occurrence of any casualty loss, damage or destruction material to the operation of the Applicable Stations or the Sale Assets prior to the Closing, there is damage to or destruction Transferor shall promptly give Transferee written notice setting forth in detail the extent of any part of a Propertysuch loss, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect and the cause thereof if known. Transferor shall use commercially reasonable efforts to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal promptly commence and thereafter to the lesser of: (y) the applicable insurance deductible (except diligently proceed to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of replace any such lost, damaged or destroyed property. In the Property, as applicable, required by event that such damage repair or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are replacement is not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction fully completed prior to the Closing Date, Transferee may elect at its sole option to postpone the Closing until Transferor’s repairs have been fully completed if such event shall occur within sixty (60) days or to consummate the transactions contemplated hereby on the Closing Date, in which event Transferor shall assign to Transferee the portion of the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney’s fees, expenses and court costs incurred by Transferor to collect such amounts), if any, not previously expended by Transferor to repair or replace the damaged or destroyed property (such assignment of proceeds to take place regardless of whether the parties close on the scheduled or deferred Closing Date) and Transferee shall accept the damaged Sale Assets in their damaged condition provided that Transferor has satisfied its insurance obligations in Section 5.1(a) hereof. In the event the Transferor is unable to complete the repairs within sixty (60) days, Transferee shall have the option to terminate this Agreement. In the event the loss, damage or destruction causes or will cause the Applicable Station(s) to be off the air for more than seven (7) consecutive days or fifteen (15) total days during a one month period, whether or not consecutive, then Transferee may elect either (i) to consummate the provisions transactions contemplated hereby on the Closing Date, in which event Transferor shall assign to Transferee the portion of clause the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney’s fees, expenses and court costs, incurred by Transferor to collect such amounts), if any, not previously expended by Transferor to repair or replace the damaged or destroyed property, and Transferee shall accept the damaged Sale Assets in their damaged condition, or (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of terminate this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.

Casualty. The risk of loss, damage or destruction to the Assets shall be on Sellers prior to Closing and on Buyers thereafter. If, prior to the Closing, there is damage to any material portion of the Assets shall be damaged or destruction of any part of a Propertydestroyed by fire or other casualty (collectively, “Casualty”), Sellers shall provide Buyer prompt Notice thereof deliver to Buyers written notice (“Casualty Loss Notice”) of such Casualty together with Sellers’ determination as to whether the damage constitutes a Material Damage. Buyers and Sellers shall cooperate to repair or replace the applicable Seller shall, at Assets affected by such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property Casualty as promptly as practicable in a manner reasonably good acceptable to both Buyers and workmanlike manner Sellers, provided that the cost of such repairs or replacement shall be borne by Sellers. For the purposes of this Section 12.12 only, “Material Damage” shall mean damage to the Assets which is of such nature that the cost of restoring the same to their condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to Casualty will, in Sellers’ reasonable determination, exceed $5,000,000, whether or not such damage is covered by insurance, or any damage which would reduce the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against value of either the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received Assets by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing $5,000,000 or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) abovemore. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller the Assets sustain Material Damage by a Casualty, Buyers may, at Buyers’ option, terminate this Agreement by delivering written notice thereof to Sellers within fifteen (15) business days after Buyers’ receipt of the Casualty Loss Notice. If the Assets shall provide Buyer with be damaged by a credit against Casualty which is not a Material Damage, or if the Purchase Price Assets sustain Material Damage by a Casualty, but the Buyers elect not to terminate the Agreement as a result thereof, then the parties shall proceed to the Closing and the Sellers shall (at Closing the Closing) assign to Buyers all of Sellers’ rights in an amount equal and to such any insurance proceeds so appliedwhich may become available as a result of the Casualty at issue, and Sellers shall remain obligated to pay any deductible relating to the claim. If Buyers elect to terminate this Agreement under this Section 12.12, the entire Escrow Amount and all interest thereon shall be promptly returned to Buyers, and thereafter neither party shall have any further rights or obligations hereunder, except as otherwise specifically provided in this Agreement.

Casualty. IfIn the event a casualty results in damage to any Property that would give a Tenant the right to, prior and Tenant does, deliver notice to the Closingapplicable Owner to terminate its Lease and such terminated Lease(s) results in a reduction of net operating income in an amount greater than Seven Million Five Hundred Thousand Dollars ($7,500,000.00) in the aggregate for all Properties (measured on the current in place net operating income for the Properties as of the Effective Date), there is damage to or destruction Purchaser will have the option, exercisable within fifteen (15) days after receipt of any part Seller's notice that Tenant has cancelled the Lease, of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repairdeclaring this Agreement terminated in which event the Title Company will refund to Purchaser the entire Deposit whereupon this Agreement and all rights of the Purchaser hereunder will terminate and neither Seller nor Purchaser will have any further claim against the other, restore or replace, or cause except that Purchaser will continue to be repairedliable for the Surviving Obligations, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) closing in accordance with respect to any CLP Managed Property only, provide Buyer with a credit against this Agreement and paying 25 in full the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the PropertySales Price, except those proceeds specifically payable in connection with and allocable as set forth below. If Purchaser fails to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in timely make an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, election pursuant to the preceding foregoing sentence, Purchaser will be deemed to have elected to proceed with the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace purchase of the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of Interests in accordance with clause (ii) above. If Purchaser elects or is deemed to have elected to proceed with the purchase of the Interests or in the preceding sentence shall apply, except event of any other casualty to the extent Properties, Seller and Purchaser shall proceed to close under this Agreement and Seller will assign to Purchaser at Closing Seller’s rights under any insurance policies to receive insurance proceeds received by due Seller on account as a result of such damage or destruction have been applied (other than reasonable costs of collection of such proceeds and amounts expended by Seller to secure the restoration of Properties safely or to repair the PropertyProperties) and Purchaser shall assume responsibility (subject to Tenant’s obligations under the Leases) to repair the Properties. In addition, with respect to the CLP Managed Properties, Buyer The Purchaser also shall receive a credit against the Purchase Price in an amount equal to at Closing for any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue deductible required by any Lease to be obligated to purchase the Properties notwithstanding the damage or destruction without paid by any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable Owner under said insurance policies maintained by Seller with respect and not expended to secure or repair the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedProperties.

Casualty. If, In the event that any portion of the Real Estate -------- Assets is damaged or destroyed prior to the ClosingTender Offer Expiration Date, there 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 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 extent Seller is entitled to same; provided that Buyer shall be afforded -------- reasonable opportunity by Seller to participate in any discussions with third parties relating to such insurance proceeds and such insurance proceeds shall not be settled or otherwise compromised by Seller without the approval of Buyer (not to be unreasonably withheld, conditioned or delayed). Seller shall notify Buyer of any damage to or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Real Estate Assets promptly after Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration learns of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedsame.

Casualty. IfIn the event that prior to the Closing Date the improvements on the Property are damaged by fire or other casualty, Seller shall promptly notify Purchaser. If the casualty is material (defined below), Purchaser shall have the option either (a) to terminate this Agreement by notice given to Seller within 30 days after Purchaser receives the notice of the casualty, or (b) to close the purchase of such Property by paying Seller the entire Purchase Price for the Property and to the extent the damage has not been repaired prior to the Closing, there is damage to or destruction receiving all of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) 's rights with respect to any CLP Managed Property onlyrecovery for such unrepaired damage caused by the fire or casualty under Seller's existing insurance policies (subject to the provisions of Seller's policy), provide Buyer together with a credit against on the Purchase Price Price, for the amount of the deductible applicable to such insurance. In the event Purchaser elects to terminate this Agreement, the Deposit shall be returned to Purchaser and, except as otherwise expressly provided in an amount equal this Agreement, neither party shall have any further liability or obligation to the lesser of: other. A material casualty is one that results in damage to the improvements on the Property in excess of $1,000,000.00. If the casualty is not material and has not been completely repaired prior to the Closing, and the remaining costs of repair are fully covered by insurance (except for the deductible portion), Purchaser may elect to either (x) extend the Closing until Seller shall have completed all repairs necessary to return such Property to its pre casualty condition; or (y) close on the applicable insurance deductible (except scheduled Closing Date by paying Seller the entire Purchase Price for the Property and to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement)damage has not been repaired prior to the Closing, and (z) the reasonable estimated costs for the repair or restoration receiving all of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant 's rights with respect to recovery for such unrepaired damage caused by the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior fire or casualty under Seller's existing insurance policies (subject to the Closing to provisions of Seller's policy). To the extent assignable, and if such proceeds are not assignable, Buyer Seller shall receive a credit against the Purchase Price at Closing in an amount equal assign to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Purchaser Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal 's right to any known deficiency in proceeds available to Seller for loss of rents as the insurance proceeds with respect to result of that casualty after the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this AgreementClosing; provided, however, if that Seller makes no representation or warranty that any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement proceeds shall be terminated available to Purchaser for loss of rents with respect to periods after Closing. If necessary, Seller agrees to assign its rights in such insurance to Purchaser with respect to such Property only (except with respect casualty, subject to those the provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith Seller's policy. Seller shall be deemed excluded from responsible for the Acquisition and the Purchase Price shall be reduced by the amount payment of the Purchase Price allocated to any such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents repairs made prior to the ClosingClosing and shall be entitled to the insurance proceeds applicable to those repairs. If the casualty is not material and is not fully covered (except for the deductible portion) by insurance of Seller and unless Seller is willing to comply with either (x) or (y) above, Seller Purchaser may terminate this Agreement as Purchaser's sole remedy (in which event the Deposit shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal be returned to Purchaser). If Purchaser does not terminate this Agreement, Purchaser shall be responsible for any such proceeds so appliedrepair costs that are not covered by insurance.

Casualty. If, If prior to the ClosingInitial Closing Date, there is damage to Second Closing Date, or destruction Final Closing Date, as applicable, a material portion of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shallPurchased Assets to be purchased or Convent Hill Property are destroyed by fire or other casualty (a “material portion” meaning that the cost to repair such portion of the Purchased Assets to be purchased or Convent Hill Property exceeds five percent (5%) of the Purchase Price), at such Seller’s election, either Purchaser shall have the option of (i) repairterminating this Agreement as to all or a portion of the Purchased Assets, restore or replacewith a full return of the Xxxxxxx Money if the Agreement is terminated with respect to all of the Purchased Assets, or cause provided Purchaser gives Seller written notification of such intent to be repairedterminate within ten (10) days of the date Purchaser receives written notice from Seller of such casualty, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) proceeding with Initial Closing, Second Closing, or Final Closing, as applicable, and having Seller assign to Purchaser any insurance claims, upon the written consent of the applicable insurer and/or Seller’s lender, and the amount of any deductible shall be subtracted from the Purchase Price and Purchaser shall acquire the Purchased Assets to be purchased pursuant to this Agreement without any other reduction in the Purchase Price. In the event the applicable insurer or lender will not consent to the assignments of any insurance claim to Purchaser, Purchaser shall have the right to terminate this Agreement as to all or any of the Purchased Assets, upon written notice within ten (A10) days of receipt of notice of such decision by such insurer or lender, in which case the Xxxxxxx Money shall be returned to Purchaser unless the Agreement remains in effect with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedPurchased Assets.

Casualty. If, If any of the Purchased Assets is damaged or destroyed prior to the Closing, there is Sellers shall notify Buyers in writing of such fact promptly after obtaining knowledge thereof. If, in the reasonable opinion of an architect, general contractor, and/or engineer, to be mutually agreed upon by Buyers and Sellers, as required to assess the damage to or destruction to any of any part the Purchased Assets (collectively, the “Independent Professionals”), the damage or destruction to the Purchased Assets renders the affected Facility substantially unusable (defined as more than fifty percent (50%) of such Facility’s licensed beds being inoperable) for a period in excess of one hundred twenty (120) days following Closing (a “Casualty”), then Buyers may choose one of the two options below with regard to the affected Facility: (a) in the event of a PropertyCasualty, the Independent Professional will provide a report providing the estimated time required to repair, replace or restore such affected Facility from the date of the opinion forward. If said period will exceed one-hundred twenty (120) days following Closing, Buyers shall have the right to terminate this Agreement with respect to such affected Facility. Buyers shall have fifteen (15) days after the Independent Professionals have delivered their report to Sellers and Buyers to make such election by delivering to Sellers a written election notice (the “Election Notice”). The failure by Buyers to deliver the Election Notice within such fifteen (15)-day period shall provide Buyer prompt Notice thereof be deemed an election not to terminate this Agreement with respect to such affected Facility; or (b) in the event of a Casualty, Buyers waive their right to terminate this Agreement with respect to an affected Facility in accordance with the terms set forth this Section and proceed with the applicable Seller shallClosing, Buyers may, at such Seller’s electiontheir option, either (i) repairrequire Sellers to transfer the portion of applicable insurance proceeds for the physical structure, restore or replaceequipment, or cause the Purchased Assets and business interruption insurance (but, as to be repairedbusiness interruption insurance proceeds, restored or replacedonly those applicable to periods after the Closing Date, such damaged Property in a reasonably good and workmanlike manner if any) to the condition Buyers at least as good and useful as that in which it existed prior to such damage or destruction Closing, or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against reduce the Purchase Price by the amount as determined in an amount equal to a report provided by the lesser of: (yIndependent Professional(s) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) as being the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable cost to repair, replace or restore or replace the physical structure, equipment and Purchased Assets of such damage or destruction affected Facility to its condition immediately prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedCasualty.

Casualty. IfUpon a Casualty, prior Lessee shall give prompt written notice thereof (a ACasualty Notice) to Agent, which notice shall specify whether Lessee will: (a) repay a portion of the Lease Balance equal to the ClosingCasualty Amount together with all Variable Rent accrued on such portion of the Lease Balance to the date of payment, there is damage to or destruction of any part which repayment shall be made no later than the next scheduled Payment Date occurring after such Casualty or, if such Casualty occurs during the last 5 Business Days of a PropertyRent Period, Sellers shall provide Buyer prompt Notice thereof and then no later than the applicable Seller shallsecond Payment Date occurring after such Casualty, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as provided that in which it existed prior to any event such damage or destruction or repayment shall be made no later than the last day of the Lease Term (iithe ACasualty Settlement Date); or (b) (A) replace the Vehicle with respect to which the Casualty has occurred pursuant to the provisions of Section 5.4 (treating such Vehicle, for these purposes, in the same manner as a Part, and with such Vehicle to have the Allocated Value of the Vehicle it replaced), provided that upon the occurrence and during the continuance of a Default, Lessee shall be obligated, at the option of the Required Lessors, to make the payments referred to in clause (a) above and shall not be entitled to exercise any CLP Managed Property onlyright or election of replacement as set forth in this clause (b). If Lessee has elected, provide Buyer with or is required, to pay the Casualty Amount pursuant to clause (a) above, Lessee shall continue to make all payments of Rent due hereunder until and including the Casualty Settlement Date. Upon payment of the Casualty Amount in respect of any Vehicle suffering a credit against Casualty on such Casualty Settlement Date, the Purchase Price in remaining scheduled payments of Fixed Rent, if any, shall each be reduced by an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration product of the Property, as applicable, required by scheduled amount of such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period Fixed Rent prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount receipt of such proceeds actually received payment by Sellers, and (C) provide Buyer with a credit against Agent multiplied by the Purchase Price in an amount equal to the sum Allocation Fraction of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent Vehicle suffering such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedCasualty.

Casualty. If, prior to the Closing, there is damage to or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, the Real Property and the improvements thereon shall be destroyed or damaged in an amount in excess of the Material Damage Amount (as hereinbelow defined), by fire or other casualty, or if the premises of any tenant of the Building are damaged as a result of fire or other casualty to such extent that such tenant is entitled pursuant to its Lease to terminate its Lease and does so as a result of such casualty loss, then either Seller or Purchaser shall have the provisions option to terminate this Agreement by written notice to the other party within ten (10) days after such party has received notice of clause the casualty, in which event all documents shall be returned to the respective parties, and the Deposit shall be promptly returned to Purchaser, and thereupon, this Agreement shall terminate, and neither party shall have any further rights or obligations hereunder except any Surviving Obligations. Seller agrees to give Purchaser notice of any fire or other casualty within forty-eight (ii48) hours after learning of any such event. The failure of either party to give such notice of termination within the aforesaid ten (10) day period shall be conclusive evidence that such party has waived such option to terminate. In the event of fire or other casualty causing damage (a) in an amount less than the preceding sentence shall applyMaterial Damage Amount, except to or (b) in an amount more than the extent any insurance proceeds received by Seller on account Material Damage Amount or if a tenant of the Building terminates its Lease as a result of such damage or destruction have been applied to the restoration of the Property. In additioncasualty loss, but with respect to which either party has not elected to terminate this Agreement as aforesaid, then, provided Purchaser has waived all conditions precedent to Purchaser's obligation to perform hereunder, Purchaser shall have the CLP Managed Propertiesright to control the adjustment and settlement of any insurance claim relating to said damage, Buyer and upon the Closing Date Seller shall receive a credit against assign to Purchaser the Purchase Price interest of Seller in an amount equal and to any known deficiency in the insurance proceeds with respect to said damage. In such event, Seller will also credit against the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Base Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of any deductible on Seller's casualty and insurance policies covering said damage. For the Purchase Price allocated purposes hereof, the term "Material Damage Amount" shall mean damage, the repair cost of which is reasonably estimated by Seller to such Property as set forth on Exhibit D attached hereto. Further, be in the event excess of a casualty with respect an amount of money equivalent to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms two and one-half percent (2.5%) of the Loan Documents relating Base Purchase Price. If the Closing Date is less than ten (10) days following the last day on which either party is entitled to elect to terminate this Agreement, then the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect Initial Closing shall be delayed until such election is made or deemed to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedhave been made.

Casualty. IfAll risk of loss of or damage to the Property by reason of any insured or uninsured casualty during the period up to and including the Closing Date shall be borne by Seller. Seller covenants and agrees to maintain all of its existing insurance coverage (including, without limitation, liability, casualty and property damage, for full replacement value of the Property) on the Property in full force and effect until the Closing Date. If the Property is damaged by any casualty or other occurrence prior to the Closing, there Seller shall notify Purchaser in writing thereof as promptly as is reasonable under the circumstances (the "Casualty Notice"). The Casualty Notice shall include a description of the damage in reasonable detail, Seller's estimate of the time and cost to repair the damage, and Seller's good faith reasonable determination as to whether or not the casualty damage is covered by Seller's insurance and whether the damage is "material" as hereinafter defined. In the event of any "material damage" to or destruction of the Property or any part of a Propertyportion thereof, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shallPurchaser may, at its option, by notice given to Seller within fifteen (15) days after delivery of the Casualty Notice (but before the Closing Date, which will be extended as long as may be necessary in order to give Purchaser this full fifteen (15) days notice period), do one of the following: PURCHASE AND SALE AGREEMENT 41 (a) Unilaterally terminate this Agreement and, in such Seller’s electionevent, either the Xxxxxxx Money shall be immediately returned to Purchaser, and this Agreement shall be null, void and of no further force and effect except as otherwise provided herein; (ib) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner Unilaterally terminate this Agreement as to the condition parcel affected by such casualty and proceed to close on the remaining parcels with a reduction of the Purchase Price equal to the allocated amount as set forth in Section 2.3 pertaining to such terminated parcel; or (c) Proceed under this Agreement with no reduction in the Purchase Price, receive any insurance proceeds due Seller plus payment (or provide a credit at least Closing) of any insurance deductible as good and useful as that in which it existed prior to a result of such damage or destruction or (ii) (A) with respect to any CLP Managed Property onlyand assume responsibility for such repair. In this latter event, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement)Seller will promptly, and (z) the reasonable estimated costs for the repair or restoration of the Propertyupon Purchaser's written request therefor, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s its right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance such extended coverage property liability policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering which it maintains on the Property at such time to the extent such proceeds would have otherwise been transferred and assigned Purchaser so as to Buyer under clause (B) above. If, pursuant enable Purchaser to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent fully pursue any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to appropriate recovery for such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applieddamages.

Casualty. (a) If, after the date of execution of this Agreement and prior to the Closing, there is damage to or destruction of any a material part of the Oil and Gas Assets suffers a PropertyCasualty Loss or if a material part of the Oil and Gas Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or threatened, Sellers Seller shall provide promptly give Buyer prompt Notice thereof written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat. (b) With regard to a Casualty Loss or condemnation occurring after the applicable Seller shalldate of execution of this Agreement and prior to the Closing, at Buyer may elect to exclude the affected Oil and Gas Assets from this Agreement, whereupon the Purchase Price shall be adjusted downward by the portion of the Base Purchase Price allocated to the affected Oil and Gas Assets (the "Casualty Loss Amount") determined by the Parties, acting reasonably and in good faith; provided however that if the Parties are unable to agree on such Seller’s electionallocation of value, either then the determination of such allocation of value shall be referred to Expert Determination. The affected Oil and Gas Assets shall be treated as Excluded Assets for all purposes under this Agreement. (c) Unless the Oil and Gas Assets affected by a Casualty Loss are excluded pursuant to Section 8.7(b), (i) repairat the Closing, restore the Oil and Gas Assets affected by a Casualty Loss or replacecondemnation shall be included in the Closing and Buyer shall pay the full Casualty Loss Amount therefor, or cause subject to be repairedany applicable adjustments under this Agreement, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) Buyer's recourse with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal condemnation or Casualty Loss shall be limited to the lesser of: (y) the proceeds of Seller's applicable insurance deductible coverage recoverable by Seller in respect thereof or other sums paid or payable to Seller by Third Parties (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreementor an assignment of claims related thereto), and (z) which proceeds or other sums shall be payable to Buyer only upon or after the reasonable estimated costs for the repair or restoration Closing of the Property, as applicable, required by such damage Transaction. Seller shall have no other liability or destruction, (B) transfer and assign responsibility to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to a condemnation or Casualty Loss, even if such Casualty Loss shall have resulted from or shall have arisen out of the Propertysole or concurrent negligence, except those fault, or violation of a Legal Requirement. (d) Unless the affected Oil and Gas Assets are excluded pursuant to Section 8.7(b): (i) no insurance or condemnation proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred shall be committed or applied by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace a lost, damaged, destroyed or taken portion of the Oil and Gas Assets if the cost to repair, restore or replace a lost, damaged, destroyed or taken portion of the Oil and Gas Assets is projected to exceed two hundred thousand Canadian dollars (CAD$200,000); (ii) to the extent such damage proceeds are not committed or destruction applied by Seller prior to the Closing DateDate in accordance with this Section 8.7(d), then Seller shall at the provisions Closing pay to Buyer all sums paid to Seller by reason of clause such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds; (iiiii) in the preceding sentence shall apply, except addition and to the extent any insurance such proceeds received have not been committed or applied by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, in accordance with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) 8.7(d), in accordance withsuch repair, and subject torestoration, the terms and conditions of this Agreement; providedor replacement, however, if any such casualty results in any Tenant terminating its Tenant Lease prior Seller shall transfer to Closing, thenBuyer, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds or claims arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds; and (iv) any such funds that have been committed by Seller for repair, restoration or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller's option, delivered to Buyer upon Seller's receipt from Buyer of adequate assurance and indemnity that Seller shall provide Buyer with incur no liability or expense as a credit against the Purchase Price at Closing in an amount equal to result of such proceeds so appliedcommitment.

Casualty. (a) If, after the date of execution of this Agreement and prior to the Closing, there is damage to or destruction of any a material part of the Purchased Assets suffers a PropertyCasualty Loss or if a material part of the Purchased Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or threatened, Sellers Seller shall provide promptly give Buyer prompt Notice thereof and the applicable Seller shallwritten notice of such occurrence, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) including reasonable particulars with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement)thereto, and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat. (b) With regard to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive a Casualty Loss or condemnation occurring after the termination date of execution of this Agreement), the Property which is the subject of such casualty Agreement and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer may elect to exclude the affected Purchased Assets from this Agreement, with a credit against an appropriate adjustment to the Purchase Price at Closing Price, and the affected Purchased Assets shall be treated as Excluded Assets for all purposes under this Agreement. Additionally, in an amount the event the estimated aggregate cost to repair or replace the affected Purchased Assets to a level of comparable grade, quality, and capacity existing immediately prior to the Casualty Loss is equal to such or greater than $1 million, then Buyer may elect, by giving the other Party written notice prior to the Closing, to terminate this Agreement pursuant to Section 11.1(b)(viii). (c) Unless the Purchased Assets affected by a Casualty Loss are excluded pursuant to Section 8.8(b), (i) at the Closing, the Purchased Assets affected by a Casualty Loss or condemnation shall be included in the Closing and Buyer shall pay the full Allocated Value therefor, subject to any applicable adjustments under this Agreement, and (ii) Buyer’s recourse with respect to a condemnation or Casualty Loss shall be limited to the proceeds so applied.of Seller’s applicable insurance coverage actually recovered by Seller in respect thereof or other sums paid to Seller by third parties (or an assignment of Claims related thereto), which proceeds or other sums shall be payable to Buyer only upon or after the Closing of the transactions contemplated

Casualty. If, prior to the Closing, there the Property is damaged by fire, vandalism, acts of 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 which is not material, Buyer shall take the Property at the Closing as it is, together with either applicable insurance proceeds or destruction of the right to receive the same (including without limitation any part of a Propertybusiness income, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replacerent loss, or cause like insurance proceeds relating to Property income lost or abated for periods following Closing (“Lost Income”)); or (b) in the case of damage to the Property which is material, Buyer shall have the option (to be repairedexercised, restored if at all, within fifteen (15) days following Buyer’s receipt of the Damage Notice) of (x) taking the Property at the Closing in accordance with item (a) above, or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management terminating this Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, 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 elects toagrees to cooperate with Buyer in any loss adjustment negotiations, or causes Tenant or Manager tolegal actions and agreements with the insurance company, repair, restore or replace the Property, but Seller, Tenant or Manager is unable and to repair, restore or replace such damage or destruction prior assign to Buyer at the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except its rights to the extent any such insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Propertiessuch claim and will not settle any insurance claims or legal actions relating thereto without Buyer’s prior written consent, Buyer which consent shall receive a credit against the Purchase Price in not be unreasonably withheld or delayed; and (B) an amount equal to any known deficiency in deductible from the insurance proceeds with respect shall be credited against the Closing Payment; provided in no event is Seller required to provide any funds or credits for costs of repair and restoration or Lost Income. For purposes of this Section 12.1, the Property shall be deemed “materially” damaged if (i) the estimated repair of cost is greater than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), (ii) if such damage would entitle any tenant to terminate its Lease or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding permanently xxxxx or reduce its rent, or (iii) if the damage or destruction without any adjustment to the Purchase Price Lost Income is not covered by Seller’s insurance (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. FurtherSeller does not elect, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumesits sole and absolute discretion, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against for the Purchase Price at Closing in an amount equal reasonably estimated cost to repair such proceeds so applieduninsured damage and any reasonably estimated Lost Income).

Casualty. If, prior to the Closing, there is damage to or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, the Real Property and the improvements thereon (other than the Non-Owned Buildings) shall be destroyed or damaged in an amount in excess of the Material Damage Amount (as hereinbelow defined), by fire or other casualty, or if the premises of any tenant of the Building or of any Non-Owned Buildings are damaged as a result of fire or other casualty to such extent that such tenant is entitled pursuant to its Lease to terminate its Lease and does so as a result of such casualty loss, then either Seller or Purchaser shall have the provisions option to terminate this Agreement by written notice to the other party within ten (10) days after such party has received notice of clause the casualty, in which event all documents shall be returned to the respective parties, and the Deposit shall be promptly returned to Purchaser, and thereupon, this Agreement shall terminate, and neither party shall have any further rights or obligations hereunder except any Surviving Obligations. Seller agrees to give Purchaser notice of any fire or other casualty within forty-eight (ii48) hours after learning of any such event. The failure of either party to give such notice of termination within the aforesaid ten (10) day period shall be conclusive evidence that such party has waived such option to terminate. In the event of fire or other casualty causing damage (a) in an amount less than the preceding sentence Material Damage Amount, or (b) in an amount more than the Material Damage Amount or if a tenant of the Building or of any Non-Owned Buildings terminates its Lease as a result of such casualty loss, but with respect to which either party has not elected to terminate this Agreement as aforesaid, then, provided Purchaser has waived all conditions precedent to Purchaser's obligation to perform hereunder, Purchaser shall applyhave the right to control the adjustment and settlement of any insurance claim relating to said damage, except and upon the Closing Date Seller shall assign to Purchaser the extent interest of Seller in and to any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Propertiessaid damage. In such event, Buyer shall receive a Seller will also credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of any deductible on Seller's casualty and insurance policies covering said damage. For the purposes hereof, the term "Material Damage Amount" shall mean damage, the repair cost of which is reasonably estimated by Seller to be in excess of an amount of money equivalent to two and one-half percent (2.5%) of the Purchase Price allocated Price. If the Closing Date is less than ten (10) days following the last day on which either party is entitled to elect to terminate this Agreement, then closing shall be delayed until such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect election is made or deemed to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedhave been made.

Casualty. If, If prior to the ClosingClosing Date, in Seller’s reasonable judgment more than five percent (5%) of the building(s) comprising a part of the Property, are destroyed by fire or other casualty, Seller shall notify Buyer in writing of such fact (which writing shall detail the amount of insurance recoverable) and Buyer shall have the option to terminate this Agreement upon notice to Seller given within fifteen (15) days after Buyer’s receipt of Seller’s written notice aforesaid. Upon such termination, the Escrow Agent shall return the Exxxxxx Deposit to Buyer, this Agreement shall terminate and neither party shall have any further obligation or liability to the other. In the event Buyer does not so elect to terminate this Agreement as aforesaid, or there is damage to or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either less than five percent (i5%) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and Seller shall assign to Buyer all any insurance claims and the amount of Seller’s right, title and interest in and to all proceeds any deductible shall be subtracted from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing and Buyer shall acquire the Property pursuant to this Agreement without any other reduction in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal Price; provided, however, that either party may extend the Closing Date for not more than thirty (30) days beyond the original Closing Date to the sum of allow sufficient time for the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering be received. In the Property event the applicable insurer will not consent to the extent such proceeds would have otherwise been transferred and assigned assignments of any insurance claim to Buyer under clause (B) above. IfBuyer, pursuant to the preceding sentence, Seller shall pursue the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions insurance claim on behalf of clause Buyer (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, and Buyer shall receive a credit against the Purchase Price in an amount equal assist Seller as reasonably requested by Seller) and will, subject, however, to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; providedthe Ground Lease as may be applicable thereto, howeverturn over insurance proceeds from such claim to Buyer, if less any such casualty results in any Tenant terminating its Tenant Lease prior to Closingreasonable, then, at Buyeractual expenses of Seller’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject pursuit of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount insurance claim, upon Seller’s receipt of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedsame.

Casualty. If, (a) If prior to the Closing, Closing Date there is shall occur damage to any portion of the Land or destruction Improvements caused by fire or other casualty of all or any part portion of a Propertythe Property which would cost $100,000.00 or less to repair or restore, Sellers shall provide Buyer prompt Notice thereof and as the applicable Seller shallcase may be, at the amount of such Seller’s election, either (i) repair, restore or replace, or cause costs to be repaireddetermined by a contractor regularly engaged in business in Dallas and/or Tarrant County, restored or replacedTexas, such damaged Property in a chosen by Seller and reasonably good acceptable to Purchaser, then Purchaser shall have no right to terminate its obligations under this Agreement and workmanlike manner this transaction shall close as contemplated and there shall be assigned to the condition Purchaser at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property onlyClosing all right, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement)title, and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all interest of Seller’s right, title and interest in and to all any insurance proceeds from all casualty, business interruption, which may be payable to Seller on account of such occurrence (not including any proceeds payable on account of lost profits, and other applicable insurance policies maintained by any Seller, Manager rents or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller income for the period prior to the Closing Date), and Purchaser shall take title to the extent assignable, and if Property with the assignment of such proceeds are not assignableand subject to such damage to or destruction of the Property without reduction in the Purchase Price, Buyer provided that Purchaser shall receive be given a credit against towards the Purchase Price at Closing for the lesser of any deductible under Seller's insurance policy or the cost to repair or restore such damage or destruction. Notwithstanding any provision in an amount equal this Agreement to the contrary, Seller shall have the sole and exclusive right to adjust any insurance claim with Seller's insurance carriers after the Effective Date of this Agreement; provided that Seller shall adjust such claims in a commercially reasonable manner in order to attempt to obtain a reasonable payment of proceeds on the claim, including signing and filing claims forms, tendering appropriately endorsed checks, and negotiating with Seller’s insurance carriers, and will not settle a claim without first obtaining the prior consent of Purchaser to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller settlement. If this Agreement is terminated prior to Closing by Seller or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, Purchaser pursuant to a right to do so as provided in this Agreement, Seller's obligation to obtain the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable consent of Purchaser prior to repair, restore or replace such damage or destruction settling any insurance claims shall also terminate. (b) If prior to the Closing Date, there should occur damage to any portion of the Land or Improvements caused by fire or other casualty of all or any portion of the Property which would cost more than $100,000.00 to repair or restore, as the case may be, the amount of such costs to be determined by a contractor regularly engaged in business in Dallas and/or Tarrant County, Texas, chosen by Seller and reasonably acceptable to Purchaser, then Purchaser or Seller shall have, as their sole and exclusive remedies: (i) the provisions option to terminate this Agreement within five (5) days following a determination of clause the cost to repair and the amount of insurance proceeds which are payable on account of such casualty (but in no event later than thirty (30) days after the originally scheduled Closing Date as set forth in Section 6.1), in which event, the parties shall have no further rights or obligations hereunder, except as otherwise provided herein, and the Xxxxxxx Money shall be returned to Purchaser subject to Purchaser's satisfaction of the requirements set forth in Section 10.12 of this Agreement, or (ii) if Purchaser or Seller does not elect to terminate, this transaction shall close as contemplated and there shall be assigned to Purchaser at Closing all right, title and interest of Seller, in the preceding sentence shall apply, except and to the extent any insurance proceeds received by which may be payable to Seller on account of any such occurrence (not including any proceeds payable on account of lost rents or income for the period prior to the Closing Date), and Purchaser shall take title to the Property with the assignment of such proceeds and subject to such damage to or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against Property without reduction of the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this AgreementPrice; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement Purchaser shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and receive a credit towards the Purchase Price shall be reduced by in the amount of the Purchase Price allocated deductible under Seller's insurance policy. In no event shall Seller have any affirmative obligation to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to rebuild or repair the Property is inconsistent with the terms of pursuant to this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, 7.1 and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied7.

Casualty. IfIn the event a casualty results in damage to any Property that would give a Tenant the right to, prior and Tenant does, deliver notice to the Closingapplicable Owner to terminate its Lease and such terminated Lease(s) results in a reduction of annual net operating income in an amount greater than Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) in the aggregate for all Properties (measured on the current in place annual net operating income for the Properties as of the Effective Date), there is damage to or destruction Purchaser will have the option, exercisable within fifteen (15) days after receipt of any part Seller's notice that Tenant has cancelled the Lease, of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repairdeclaring this Agreement terminated in which event the Title Company will refund to Purchaser the entire Deposit whereupon this Agreement and all rights of the Purchaser hereunder will terminate and neither Seller nor Purchaser will have any further claim against the other, restore or replace, or cause except that Purchaser will continue to be repairedliable for the Surviving Obligations, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) closing in accordance with respect to any CLP Managed Property only, provide Buyer with a credit against this Agreement and paying in full the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the PropertySales Price, except those proceeds specifically payable in connection with and allocable as set forth below. If Purchaser fails to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in timely make an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, election pursuant to the preceding foregoing sentence, Purchaser will be deemed to have elected to proceed with the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace purchase of the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of Interests in accordance with clause (ii) above. If Purchaser elects or is deemed to have elected to proceed with the purchase of the Interests or in the preceding sentence shall apply, except event of any other casualty to the extent Properties, Seller and Purchaser shall proceed to close under this Agreement and Seller will assign to Purchaser at Closing Seller’s rights under any insurance policies to receive insurance proceeds received by due Seller on account as a result of such damage or destruction have been applied (other than reasonable costs of collection of such proceeds and amounts expended by Seller to secure the restoration of Properties safely or to repair the PropertyProperties) and Purchaser shall assume responsibility (subject to Tenant’s obligations under the Leases) to repair the Properties. In addition, with respect to the CLP Managed Properties, Buyer The Purchaser also shall receive a credit against the Purchase Price in an amount equal to at Closing for any known deficiency in the insurance proceeds with respect to the repair of such damage deductible required by any Lease or destruction. Buyer shall continue Ground Lease to be obligated to purchase the Properties notwithstanding the damage or destruction without paid by any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable Owner under said insurance policies maintained by Seller with respect and not expended to secure or repair the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedProperties.

Casualty. If(a) If any of the Purchased Assets is damaged or destroyed during the Interim Period, prior to the Closing, there is damage to or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either then: (i) repairas promptly as practicable after such damage or destruction occurs, restore or replace, or cause to be repaired, restored or replaced, the aggregate cost of restoring such damaged Property in a reasonably good and workmanlike manner or destroyed Purchased Assets to the their condition at least as good and useful as that in which it existed immediately prior to such damage or destruction or (the “Restored Condition”) shall, subject to Section 6.9(d), be determined by a qualified engineering firm reasonably acceptable to Buyer and Seller (the “Qualified Engineering Firm”) (such aggregate cost with respect to all such Purchased Assets, the “Full Restoration Cost”); (ii) Seller shall (Aunless the Buyer shall have elected its termination right set forth in Section 6.9(b)), as promptly as practicable after such damage or destruction occurs and through the end of the Interim Period, undertake at its sole cost and expense to replace, repair, rebuild or restore such Purchased Assets to the Restored Condition, it being understood that the obligation of Seller to proceed with such replacement, repair, rebuilding or restoration may, after consultation with and agreement from the Buyer, continue beyond the Closing if Seller elects (the “Repair Election”) to continue with respect such replacement, repair, rebuilding or restoration after Closing, in which event, Seller shall repair, rebuild or restore such Purchased Assets to any CLP Managed Property onlythe Restored Condition (i) at its sole cost and expense, provide (ii) in accordance with good utility practices and Permits applicable to it, Buyer or Newington Energy, and in accordance, in all material respects, with a credit against all Laws, (iii) as promptly as reasonably practicable (taking into account good utility practices), and (iv) in consultation with Buyer or Newington Energy; (iii) unless the Seller shall have made the Repair Election, the Purchase Price in shall be reduced by an amount equal to the lesser of: (y) remaining aggregate cost, as of Closing, to complete the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement)replacement, and (z) the reasonable estimated costs for the repair repair, rebuilding or restoration of such damaged or destroyed Purchased Assets to the PropertyRestored Condition, as applicableestimated by the Qualified Engineering Firm (the “Closing Restoration Cost”), required which Closing Restoration Cost shall be reduced by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such any related insurance proceeds actually received paid to and, after the Closing, retained by Sellers, and Newington Energy (C) provide Buyer with a credit against the Purchase Price in “Casualty Insurance Proceeds”); provided that if the Parties are unable to obtain an amount equal to the sum estimate of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering Restoration Cost from the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction Qualified Engineering Firm prior to the Closing Date, then the provisions of clause (ii) Parties shall reasonably agree in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, good faith with respect to such Closing Restoration Cost and, within 10 Business Days of the CLP Managed Properties, Buyer shall receive a credit against determination by the Purchase Price in an amount equal to any known deficiency in Qualified Engineering Firm following Closing of the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject toClosing Restoration Cost, the terms and conditions Parties shall reimburse each other for any overpayment or underpayment, as applicable, as of this Agreement; providedClosing of the Closing Restoration Cost, however, based on the Qualified Engineering Firm’s determination thereof; (iv) such casualty loss shall not otherwise affect the Closing; (v) if any such casualty results in any Tenant terminating its Tenant Lease damaged or destroyed Purchased Assets have not been restored to the Restored Condition prior to Closing, then, at Buyer’s optionfor up to eight full weeks immediately following the Closing, Seller shall pay to Buyer an amount equal to the greater of (A) the Weekly BI Proceeds for such week, or (B) a weekly amount equal to (I) $500,000, if the Project is unable to produce electricity because of such damage or destruction or (II) $250,000 if only one combustion turbine is able to produce electricity because of such damage or destruction; provided, that in all cases, amounts paid pursuant to this Agreement Section 6.9(a)(v) shall be terminated with respect to such Property only pro-rated for partial weeks; (except with respect to those provisions which are expressly contemplated hereby to survive the termination vi) for purposes of this Agreement)clause (v) above, the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by “Weekly BI Proceeds” means the amount of the Purchase Price allocated any business interruption insurance proceeds paid to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained retained by Seller with respect to any period following the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, Closing and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied any Purchased Assets that have not been restored to the principal or accrued interest due under the Loan Documents Restoration Condition prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.; and

Casualty. If, If prior to Settlement all or any portion of the Closing, there Property is damage to destroyed or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof damaged and the applicable reasonable cost of repair and restoration with materials of like kind and qu ality is greater than twenty percent (20%) of the Purchase Price (“Material Damage”), then either Seller shallor Purchaser shall have the right, at such Sellerparty’s electionoption, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner terminate this Agreement by giving written notice to the condition at least as good other within ten (10) days after the date of the casualty, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and useful as that in which it existed prior to such damage or destruction or neither party shall have any further liability hereunder (ii) (A) except with respect to any CLP Managed Property onlyPurchaser’s repair and indemnification obligations as set forth in Sections 2(b), provide Buyer with a credit against 13 and 14). If the Purchase Price in an amount cost of repair and restoration is less than or equal to the lesser of: Material Damage threshold, or if more than the Material Damage threshold and neither Seller nor Purchaser elects to terminate this Agreement, Seller and Purchaser shall proceed to Settlement and Seller, in its sole discretion, shall either (ya) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer Purchaser all of Seller’s its right, title title, and interest in and to the proceeds of any and all fire or other casualty insurance proceeds from all casualtyrelating to such damage, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable (b) credit Purchaser at Settlement in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such insurance proceeds actually received (subject to adjustment as provided below); provided that Seller shall not be responsible for any deductibles or other losses not covered by Sellers, such proceeds and (C) provide Buyer with a there shall be no credit against or adjustment of the Purchase Price in an amount equal Price. Notwithstanding the foregoing, Seller shall be entitled to, but not obligated, to the sum of the insurance proceeds that have already been received by any Seller make such repair and restoration (or commence such repair and restoration) prior to Closing or applied against any debt encumbering the Property Settlement, in which event Seller shall be entitled to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent apply any insurance proceeds received to the cost of such repair and restoration incurred by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive obtain a credit against the Purchase Price from Purchaser at Settlement in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to cost of such Property as set forth on Exhibit D attached heretorepair and restoration incurred by Seller. FurtherAs used herein, in the “ other casualty” shall mean casualty insured under a customary property damage insurance policy without modifications or endorsements, and does not include an event of a casualty with respect to any Property that or occurrence involving Hazardous Substances or other environmental matters or similar events or occurrences. This Section is subject to a Loan that Buyer assumes, an express agreement to the extent that the terms contrary of Section 5-1311 of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedNew York General Obligation Law.

Casualty. If, prior to the Closing, there is damage to or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of If the Property, or any part thereof, suffers “minor damage” (as applicable, required by such damage hereinafter defined) following the Execution Date but prior to Closing from fire or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all other casualty, business interruptionSeller may, lost profitsat its option and without any obligation to do so, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect cause the same to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period be repaired prior to the Closing at Seller’s sole cost and expense. If Seller fails or refuses to the extent assignable, and if repair any such proceeds are not assignableminor damage prior to Closing, Buyer shall receive a credit against consummate the Purchase Price at Closing Closing, whereupon Seller’s rights, if any, in an amount equal to the amount proceeds of any insurance covering such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and damage shall be assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Propertiesat Closing, Buyer shall receive a credit against the Purchase Price in an the amount equal to any known deficiency of the deductible, and there shall be no other reduction or abatement in the Purchase Price. If the Property, or any part thereof, suffers” major damage” (as hereinafter defined) prior to Closing from fire or other casualty, then Buyer may, as its sole remedy, either (i) terminate this Agreement, whereupon the Deposit, together with all interest accrued thereon, shall be refunded to Buyer, and neither party shall have any further rights or obligations pursuant to this Agreement, or (ii) consummate the Closing, whereupon Seller’s rights, if any, in the proceeds of any insurance proceeds with respect covering such damage shall be assigned to Buyer at Closing, Buyer shall receive a credit against the repair Purchase Price in the amount of such the deductible, and there shall be no other reduction or abatement in the Purchase Price. For purposes of this Agreement, major damage shall mean damage or destruction, the cost of repairing which is One Million Dollars ($1,000,000) or more. Notwithstanding anything herein to the contrary, if Buyer, its agents, contractors or representatives damage the Property, then Buyer shall continue be responsible for repairing said damage and shall have no right to be obligated to purchase terminate this Agreement by virtue of said damage. Notwithstanding the Properties notwithstanding foregoing, in the event of minor damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; for which no insurance coverage is provided, howeveror less than the full cost of the repair thereof is provided for by insurance covering such minor damage, if any such casualty results in any Tenant terminating its Tenant Lease prior to Buyer shall consummate the Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount cost of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, necessary repairs to the extent that the terms of the Loan Documents relating not covered by insurance proceeds to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect be assigned to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to Buyer at the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.

Casualty. If(a) In the event prior to the Closing Date there is an occurrence of a Casualty, Seller shall notify Buyer thereof as soon as reasonably practicable. (b) In the event a Casualty occurs prior to the Closing Date then Seller shall elect, at its option, to either (i) repair or replace the affected Asset at Seller’s cost prior to the Closing, there is damage in which case Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until ten (10) Business Days after repairs or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof replacement have been completed and the applicable Seller shall, affected Asset has been restored to at such Seller’s election, either (i) repair, restore or replace, or cause least a substantially comparable performance in all material respects as compared to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner that prior to the condition at least as good and useful as that in which it existed prior to such damage or destruction Casualty, or (ii) (A) negotiate with respect Buyer to any CLP Managed Property only, provide Buyer with a credit against reduce the Purchase Price in by an amount equal agreed to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for and Buyer to reflect the period prior cost to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore repair or replace the Propertyaffected Asset(s) (the “Repair Costs”), but Sellerin which case, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior the Closing Date shall not be deferred unless Buyer and Seller do not agree to the Closing Date, then the provisions cost of such repairs or replacements. (c) If Seller elects to proceed with clause (ii) in of Section 8.07(b) and Seller and Buyer agree on the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account Repair Costs within fifteen (15) days of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only receipt of Seller’s notice of Casualty (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement“Repair Negotiation Period”), Buyer’s obligation to effect the Property which is the subject of such casualty and all Personal Property associated therewith Closing shall not be deemed excluded from the Acquisition and affected but the Purchase Price shall be reduced by the Repair Costs. Notwithstanding the foregoing, if the Parties mutually agree that the Repair Costs are greater than an amount equal to thirty percent (30%) of the Purchase Price allocated Base Amount, either Seller or Buyer may elect, by giving written notice to the other of such Property as set forth on Exhibit D attached hereto. Further, in election within five (5) Business Days of the event expiration of a casualty with respect to any Property that is subject to a Loan that Buyer assumesthe Repair Negotiation Period, to terminate this Agreement without further obligation under this Agreement (other than those sections which expressly survive termination, which shall continue in effect). (d) If however, the extent that Parties do not agree on the terms Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), either Party may request an engineering company mutually agreed to by the Parties (or selected pursuant to Section 8.07(g)) (the “Independent Expert”) to evaluate the affected Assets and deliver to the Parties its written estimate of the Loan Documents relating to Repair Costs (the treatment “Third Party Estimate”) within fifteen (15) days after the end of the proceeds from all casualtyRepair Negotiation Period. (i) If the Third Party Estimate is less than or equal to thirty percent (30%) of the Base Amount, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect then Buyer’s obligation to the Property is inconsistent proceed to Closing in accordance with the terms of this Section 15.1, Agreement shall not be affected and the terms of Parties shall submit the Loan Documents relating Repair Cost Dispute to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due binding arbitration under the Loan Documents prior to dispute resolution procedures in Article XVII for resolution after the Closing, Seller shall provide Buyer with no reduction of the Closing Date Payment at Closing and a credit against post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs. (ii) If the Third Party Estimate is greater than thirty percent (30%) of the Base Amount, either Seller or Buyer may elect, by giving written notice to the other of election within fifteen (15) days of receipt of the Third-Party Estimate, to terminate this Agreement without further obligation under this Agreement (other than those sections which expressly survive termination, which shall continue in effect). If neither Party terminates Sale and Purchase Agreement within such time period, the Parties shall submit the Repair Cost Dispute to binding arbitration under the dispute resolution procedures in Article XVII for resolution after the Closing, with no delay in Closing, no reduction of the Closing Date Payment at Closing in an amount and a post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs. (e) Any adjustment of the Purchase Price pursuant to Section 8.07(d) which is necessary to reflect a final determination of Repair Costs after the Closing shall be made as follows: (i) an adjustment in favor of Buyer shall be paid in immediately available funds by Seller to Buyer; and (ii) an adjustment in favor of Seller shall be paid in immediately available funds to the extent the Purchase Price had been reduced pursuant to this Section 8.07. Any such proceeds so appliedreduction, refund or payment shall be made within ten (10) Business Days after such final determination. (f) In the event of a Repair Cost Dispute, the Closing Date and Outside Date shall be deferred until (i) fifteen (15) Business Days after receipt of the Third Party Estimate, or (ii) if Seller elects the option in clause (i) of Section 8.07(b), as provided therein.

Casualty. If, (A) If all or any Substantial Portion (as defined in SECTION 9.2(B)) of the Property shall be damaged or destroyed by fire or other casualty prior to the Closing, there is damage then Purchaser may terminate this Contract by written notice thereof to or destruction Seller within ten (10) days after Seller notifies Purchaser of any part the casualty (which notice Seller shall deliver to Purchaser within ten (10) days of a PropertySeller's receipt thereof). If Purchaser does not terminate this Contract as aforesaid, Sellers then both parties shall provide Buyer prompt Notice thereof and proceed to close the applicable transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in SECTION 9.2(B) hereof, deliver to Purchaser at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner the Closing any insurance proceeds actually received by Seller attributable to the condition at least as good and useful as that in which it existed prior to Property from such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible casualty (except for proceeds previously used to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer Purchaser all of Seller’s 's right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable any claims which Seller may have under the insurance policies maintained by any Seller, Manager or Tenant with respect to covering the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer Purchaser shall receive a proration credit against at Closing in the aggregate amount of any deductible and there shall be no reduction in the Purchase Price at Closing Price. If less than a Substantial Portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the second sentence in this SECTION 9.2(A). (B) For the purposes of SECTION 9.2(A), a "Substantial Portion@ of the Property shall be deemed to be any portion of the Property with either a fair market value or replacement cost in an amount equal to or greater than $250,000. Notwithstanding anything in SECTION 9.2(A) to the amount of such proceeds actually received by Sellerscontrary, if Purchaser has not timely elected to terminate in accordance with SECTION 9.2(A), and (C) provide Buyer with a credit against if the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, payable with respect to the CLP Managed Properties, Buyer shall receive Property as a credit against result of casualty exceed the Purchase Price in an amount equal to any known deficiency in for the insurance proceeds with respect to Property, then the repair portion of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided proceeds in this Section 15.1) in accordance with, and subject to, the terms and conditions excess of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by paid to Purchaser at the amount of Closing. The foregoing provision shall survive the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in Closing and the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms termination of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedContract forever.

Casualty. Seller shall maintain in full force and effect all insurance policies currently covering the Property until Closing, and shall furnish Buyer with copies of the same, if required by Buyer in writing. The risk of loss or damage to the Property from fire, flood, windstorm, or other casualty, shall be borne by Seller until delivery of the General Warranty Deed to Buyer, as contemplated herein. Risk of loss or damage to the Property after delivery of the Warranty Deed shall be borne by Buyer. If, prior before the date of Closing, the Property is damaged by any such casualty, Buyer shall have the option either to terminate this Contract or to complete the purchase contemplated hereunder. In the event Buyer elects to terminate this Contract due to casualty as defined in this Section, Buyer shall be entitled to the Closingreturn of all Xxxxxxx Money and Buyer and Seller shall be relieved and discharged of further obligations hereunder. If, however, Buyer elects to complete the transaction, there shall be no reduction in the Purchase Price, and, if such option is damage available through Seller's insurance carrier, Buyer shall be entitled to negotiate for and receive from any insurance carrier or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore responsible party all insurance proceeds or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner damages attributable to the condition at least as good casualty, including rent loss insurance. At the time of such loss, Seller shall execute and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign deliver to Buyer all instruments for the assignment and collection of Seller’s rightsuch insurance proceeds and claims for damages. If the policy of insurance requires the building to be reconstructed or restored, title and interest there shall be no reduction in and to all the purchase price; provided that if the restoration or reconstruction costs are less than the proceeds from all casualtypayable under the policy, business interruption, lost profits, and other applicable insurance policies maintained the purchase price shall be reduced only by any Seller, Manager or Tenant with respect the difference between the proceeds payable pursuant to the Propertypolicy and the cost of reconstruction or restoration. If reconstruction or restoration shall be required, it shall be performed to the plans and specifications of Buyer, except those that if Buyer's plans and specifications require an expenditure of money in excess of the proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for of the period prior to the Closing to the extent assignable, and if such proceeds are not assignableinsurance policy, Buyer shall receive a credit against be responsible for the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedexcess cost.

Casualty. If, prior to the Closing, there is damage to all or destruction of any part of a any Property is destroyed or damaged by fire or other casualty, the Sellers shall promptly notify the Purchaser of such fact. If any such casualty shall damage all or any material portion of such Property, Sellers then the Purchaser shall provide Buyer prompt Notice thereof and have the applicable Seller shall, at such Seller’s election, either (i) repair, restore right to terminate this Agreement in its entirety or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed such affected Property only, provide Buyer with a credit against the Purchase Price in an amount equal by giving notice thereof to the lesser of: Sellers not later than ten (y10) days after the applicable insurance deductible date on which the Purchaser receives the Sellers’ notice as aforesaid (except and, if necessary, the Closing Date shall be extended until two (2) Business Days after the expiration of such ten-day period). If the Purchaser elects to terminate this Agreement in its entirety as aforesaid, then the Escrow Agent shall return the Deposit to the extent that any Manager is responsible for any applicable insurance deductible under Purchaser, and, upon the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration Purchaser’s receipt of the PropertyDeposit, as applicable, required by such damage or destruction, (B) transfer this Agreement shall terminate and assign be of no further force and effect and neither party shall have any liability to Buyer all of Seller’s right, title and interest in and the other hereunder. If the Purchaser elects to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant terminate this Agreement only with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the affected Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Dateas aforesaid, then the provisions of clause Escrow Agent shall retain the entire Deposit (ii) in the preceding sentence shall apply, except subject to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition Sellers and the Purchase Price Purchaser shall be reduced by reasonably agree upon the amount portion of the Purchase Price allocated to such the affected Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller this Agreement shall terminate with respect to the affected Property is inconsistent with the only and all other terms and conditions of this Section 15.1Agreement shall remain in full force and effect, except that the terms Purchase Price hereunder shall be reduced by the portion of the Loan Documents relating Purchase Price allocated to the treatment affected Property. If any such casualty shall damage less than a material portion of any Property or if the Purchaser shall not elect to terminate this Agreement as aforesaid, then there shall be no abatement of the proceeds from Purchase Price and the applicable Seller shall assign to the Purchaser at the Closing all casualtyof such Seller’s rights to the insurance proceeds, business interruptionif any, lost profits, and other applicable under such Seller’s insurance policies maintained by Seller covering the Property with respect to the Property such damage or destruction and there shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit be credited against the Purchase Price at Closing in an amount equal to following: (a) the amounts of any applicable insurance deductibles; (b) the amounts of any proceeds previously received by such proceeds so appliedSeller; and (c) the amounts of any deficiency of proceeds.

Casualty. If, prior to the Closing, there is damage to or destruction All risk of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller loss with respect to the Property is inconsistent with until Closing shall be borne by Seller. In the terms event that any damage or destruction of this Section 15.1the Property, or any part thereof by fire or other casualty occurs prior to the actual Closing, the terms Seller shall provide written notice of such casualty to Buyer within ten (10) business days following the Loan Documents relating date of such casualty, which notice shall include an election by Seller of whether it will repair or restore the casualty damage to the treatment of Property, or elect to terminate this Agreement due to such casualty. If Seller elects to repair or restore the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect damage to the Property shall control; provided, however, if caused by such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closingcasualty, Seller shall provide Buyer repair and restore all such damage and complete the Improvements in accordance with a credit against the Purchase Price at Closing in an amount equal requirements of Section 2.2 hereof, and the Outside Completion Date shall be extended by the reasonable period necessary to repair and restore the Improvements due to such proceeds so appliedcasualty, but in no event beyond October 15, 2007 without the prior consent of Buyer to a further extension beyond October 15, 2007. If Seller elects to terminate this Agreement due to such casualty, the Deposit shall be immediately refunded to the Buyer, and the parties shall have no further duties or obligations under this Agreement. If Seller elects to repair or restore all damage to the Improvements due to such casualty, but the time necessary to repair or restore the Improvements will extend beyond October 15, 2007, the Buyer shall elect, within ten (10) business days after it has received written notice from Seller of the existence of such casualty, and the time estimated by Seller as being necessary for completion of the Improvements, to either: (i) terminate this Agreement, in which event the Deposit shall be immediately refunded to Buyer and the parties shall have no further duties or obligations hereunder, or (ii) agree to the extension to the Outside Completion Date proposed by Seller. Notwithstanding the foregoing, in no event shall the Buyer be required to close this transaction at any time between August 1, 2007 and November 1, 2007 (“Closing Blackout Period”), unless Buyer specifically consents to a Closing Date within such period. Where there is Substantial Completion of the Improvements during the Closing Blackout Period, the Closing Date shall be November 2, 2007. If the Buyer does not provide any written notice to Seller within ten (10) business days following receipt of the written notice from Seller advising of the existence of the casualty, the election by Seller to proceed with repair and restoration of the Improvements and the time estimated for completion, the Buyer shall be deemed to have elected the option provided in subparagraph (ii) above.

Casualty. If, If at any time prior to the Closing, there Closing Date all or a portion of the Property is damage to destroyed or destruction damaged as a result of fire or any part of a Property, Sellers shall provide Buyer prompt Notice thereof other casualty whatsoever and the applicable Seller shallcost of restoring such damage exceeds $3,500,000 or such casualty is not insured (and Sellers, at such Seller’s electionin the event of the absence of insurance, either (i) repair, elect not to restore or replace, or cause to be repaired, restored or replaced, such damaged the Property in a reasonably good and workmanlike manner prior to the condition at least as good and useful as that in which it existed prior Closing or to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with give Purchasers a credit against the Purchase Price in an amount equal to the lesser of: (y) restoration costs, as estimated by a reputable contractor in consultation with Purchasers’ consultant, which contractor shall be selected by Sellers and reasonably acceptable to Purchasers), then, at the applicable insurance deductible (except option of Purchasers, which option must be exercised within 20 days after receipt of such estimate of the restoration costs, this Agreement shall terminate and shall be canceled with no further liability of either party to the extent other (other than those provisions that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreementexpressly survive termination), and (z) the reasonable estimated costs for the repair Deposit shall be returned to Purchasers. Sellers shall give Purchasers prompt written notice of any casualty. If there is any partial or restoration of the Property, as applicable, required by such total damage or destruction, and if Purchasers elect not to terminate (Bor are not permitted to terminate) transfer and assign this Agreement as herein provided, then at the Closing, any insurance proceeds paid to Buyer all Owners for the actual value of Seller’s rightthe property lost or destroyed up to but not in excess of the Purchase Price, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained less any costs incurred by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable Owners in connection with such casualty (including, but not limited to, legal fees and allocable engineering fees) and the payment of any that shall have theretofore been used for restoration of the Property pursuant to business interruption a plan of restoration approved in writing by Purchasers, shall remain as an asset of the Owner who has received such payment or proceeds (and lost profits any such proceeds shall remain an asset of such Owner and costs incurred by Seller for the period prior shall not be distributed to the Closing to the extent assignableSellers), and if such proceeds are not assignable, Buyer Purchasers shall receive be entitled to a credit against the Purchase Price at Closing in an amount equal to for the amount of any deductible under Owners’ respective insurance policies. Sellers hereby agree that they will not permit Owners to settle or compromise any such proceeds actually received by Sellersinsurance claims without Purchasers’ prior written consent, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing which consent will not be unreasonably withheld, conditioned or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) abovedelayed. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided Notwithstanding anything contained in this Section 15.1) in accordance with6.2 to the contrary, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement Sellers shall be terminated with respect under no obligation to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive repair or restore the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedProperty.

Casualty. If, prior to the Closing, there is damage to all or destruction any material portion of any part Facility or any material portion of a Propertythe Acquired Assets is destroyed by fire or other casualty, Sellers is taken in condemnation or under the right of eminent domain or Proceedings for such purposes are pending, Buyer may elect, in Buyer¶s sole discretion, to: (a) terminate this Agreement, whereupon no Party shall provide have any further obligation to any other hereunder; provided, however, that Buyer prompt Notice thereof and shall not be entitled to exercise this option unless Restoration Costs exceed $25,000,000; (b) eliminate some or all of the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause affected assets from the Acquired Assets to be repairedpurchased by Buyer pursuant to this Agreement and reduce the consideration payable by Buyer hereunder by an amount to be mutually agreed between Buyer and Sellers; or (c) purchase the Acquired Assets notwithstanding any such destruction, restored taking or replaced, such damaged Property in a reasonably good pending taking and workmanlike manner to reduce the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide consideration payable by Buyer with a credit against the Purchase Price hereunder in an amount equal to the lesser of: Restoration Costs. ³Restoration Costs´ means either (yi) in the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration case of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all destruction by fire or casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect the estimated cost to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore repair or replace the Property, but Seller, Tenant affected assets or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall applycase of a taking or threatened taking, except the greater of (A) value of the assets taken or (B) the costs necessary to restore substantially the same functional utility to the extent any insurance proceeds received affected Facility following the taking. The Restoration Costs shall be as mutually agreed by Seller on account of such damage Sellers and Buyer or, if they are unable to agree, then shall be as determined by an engineering firm or destruction have been applied appraisal firm mutually acceptable to the restoration of the PropertySellers and Buyer. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided As used in this Section 15.18.10, a ³material portion´ means any portion of a Facility or any other Acquired Assets (i) the value of which equals or exceeds $5,000,000, or (ii) which is necessary in accordance with, and subject to, order to continue to operate any Facility or the terms and conditions of this Agreement; provided, however, if any such casualty results Business in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement the ordinary course consistent with past practice. Sellers shall be terminated with respect entitled to such Property only (except with respect retain all insurance proceeds, awards and other amounts paid or payable to those provisions which are expressly contemplated hereby to survive the termination of this Agreement)Sellers by any insurance companies, the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced Governmental Authorities or other third parties by the amount reason of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms destruction or taking of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedaffected Acquired Assets.

Casualty. If, prior to (a) If the Closing, there is damage to Broadcasting Assets are damaged or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof destroyed by fire or other casualty or cause between the date hereof and the applicable Seller shallClosing Date and the repair cost, at such Seller’s electionindividually or in the aggregate (the "Repair Cost"), either will exceed $200,000, Buyer shall have the option either: (i) repair, restore to accept the Broadcasting Assets in their damaged or replace, destroyed condition with (x) Seller and her Affiliates assigning or cause delivering to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner Buyer all of their rights to the condition at least as good and useful as that in which it existed prior to any insurance proceeds for such damage or destruction and (y) the Purchase Price being reduced by the difference between the amount, if any, that the Repair Cost exceeds such insurance proceeds received by Buyer (the "Insurance Deficiency") up to an amount not to exceed $1,000,000; or (ii) unless Seller agrees to pay the full amount of such repair cost and such repairs can be so substantially completed prior to the Closing Date that broadcast activities can be conducted unabated from and after the Closing, to cancel this Agreement by giving written notice to Seller not later than fifteen (A15) days after the Repair Cost is determined. Seller shall promptly notify Buyer in writing of any fire or other casualty occurring with respect to any CLP Managed Property only, the Broadcasting Assets. Seller shall provide Buyer and its agents and contractors with a credit against access to any damaged Broadcasting Assets following any fire or other casualty so that Buyer can obtain an estimate of the Purchase Price in an amount Repair Cost within thirty (30) days after Seller notifies Buyer of the fire or other casualty. (b) If any of the Broadcasting Assets are damaged or destroyed by fire or other casualty or cause between the date hereof and the Closing Date and the Repair Cost is equal to or less than $200,000, the lesser of: (y) Buyer shall accept the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), Broadcasting Assets in their damaged or destroyed condition with Seller and (z) the reasonable estimated costs for the repair her Affiliates assigning or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign delivering to Buyer all of Seller’s right, title and interest in and their rights to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace for such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be being reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, howeverInsurance Deficiency, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedany.

Casualty. If, (a) If any of the Assets of the Company are damaged or destroyed by casualty loss after the date of this Agreement and prior to the ClosingClosing (each such event, there is damage to or destruction of any part of a Property“Casualty Loss”), Sellers shall provide Buyer prompt Notice thereof and the applicable cost of restoring, repairing or replacing such damaged or destroyed Assets to a condition reasonably comparable to their prior condition not taking into account insurance (such amount with respect to any Assets as determined by an independent qualified firm reasonably acceptable to Purchaser and Seller, the “Restoration Cost”) is greater than $3,200,000 but does not exceed $32,000,000, Seller shall, at such Seller’s election, either may elect to (i) repairreduce the amount of the Closing Purchase Price by the Restoration Cost, restore less the amount of any insurance proceeds actually received by the Company for such restoration, or replace(ii) restore, repair or replace the assets or properties relating to such Casualty Loss to a condition reasonably comparable to their prior condition, in each case by notice to Purchaser. If Seller elects to reduce the Closing Purchase Price pursuant to clause (i) above, such Casualty Loss shall not affect the Closing. If Seller elects to restore, repair or replace the assets or properties pursuant to clause (ii) above, then Seller will complete or cause to be repairedcompleted, restored or replacedusing commercially reasonable efforts, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property onlyrepair, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair replacement or restoration of the Property, as applicable, required by such damage damaged assets or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest property in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant accordance with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period Good Industry Practice prior to the Closing to and the extent assignable, and if such proceeds are not assignable, Buyer Closing Date shall receive a credit against the Purchase Price at Closing in an amount equal to be postponed for the amount of time reasonably necessary to complete the restoration, repair or replacement of such property or assets as reasonably agreed among Purchaser and Seller (provided that such postponement shall not extend beyond the date that is five (5) Business Days prior to the Termination Date and such postponement shall not affect Purchaser’s rights to terminate this Agreement pursuant to Section 12.01(b) or Section 12.01(c)). If Seller does not make any such election by the earlier of forty-five (45) days after the date of such Casualty Loss and the date that is ten (10) Business Days prior to the Termination Date, Purchaser may elect to (x) terminate this Agreement pursuant to Section 12.01(b)(iii) within ten (10) Business Days after the end of such time period by written notice to Seller or (y) reduce the amount of the Closing Purchase Price by the Restoration Cost, less the amount of any insurance proceeds actually received by Sellersthe Company for such restoration. If the Restoration Cost is in excess of $32,000,000 then Seller or Purchaser may, by notice to the other Party, terminate the Agreement pursuant to Section 12.01(b)(iii). If the Restoration Cost is $3,200,000 or less, (1) neither Purchaser nor Seller shall have the right or option to terminate this Agreement pursuant to Section 12.01(b)(iii) and (2) there shall be no reduction in the amount of the Closing Purchase Price. In the event of a Casualty Loss, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to collect amounts due (Cif any) provide Buyer with a credit against under available insurance arrangements in respect of any such Casualty Loss and shall cause any such insurance proceeds to be contributed or assigned to the Company that has suffered such Casualty Loss (provided that in the event the Closing Purchase Price in an amount equal is reduced due to the sum of the such Casualty Loss, and such Purchase Price reduction does not take into account such insurance proceeds that have already been received by any Seller prior to Closing proceeds, or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects toto restore, or causes Tenant or Manager to, repair, restore repair or replace the Property, but Seller, Tenant assets or Manager is unable properties pursuant to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent above then any such insurance proceeds that are received by Seller on account of such damage or destruction have been applied to the restoration of Company following the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement Closing shall be terminated with respect promptly remitted to such Property only Seller). (except with respect to those provisions which are expressly contemplated hereby to survive the termination b) To assist Purchaser in its evaluation of this Agreement), the Property which is the subject of such casualty any and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the ClosingCasualty Losses (including Restoration Costs), Seller shall provide Buyer with a credit against Purchaser such access to the Purchase Price at Closing properties and assets and such information as Purchaser may reasonably request in an amount equal to such proceeds so appliedconnection therewith.

Casualty. IfBuyer has not terminated this Agreement in accordance with SECTION 10 of this Agreement within the time periods described therein. The conditions precedent set forth in the SECTION 9.1 are solely for the benefit of Buyer and may be waived only by Buyer. Neither Seller nor Buyer shall act or fail to act for the intended purpose of permitting or causing any of the foregoing conditions precedent to fail. If any of the Buyer's Conditions Precedent have not been satisfied on or before the scheduled Closing Date, prior to the Closingand such Buyer's Condition Precedent has not previously been waived by Buyer, there is damage to or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either may (i) repairwaive such Buyer's Condition Precedent, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction event the transaction contemplated by this Agreement will close in accordance with the terms hereof, or (ii) terminate this Agreement by delivering written notice of such termination (Aa "TERMINATION NOTICE") with respect on or before the scheduled Closing Date. Notwithstanding the foregoing, if Buyer delivers such a Termination Notice, Seller shall have the right to any CLP Managed Property onlyextend the Closing Date for up to seven (7) Business Days in order to attempt to cause such Buyer's Conditions Precedent to be satisfied, provide which right shall be exercised (if at all) by Seller delivering to Buyer with a credit against written notice of such extension within two (2) Business Days after Seller's receipt of such Termination Notice. If Seller so elects to extend the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement)Closing Date, and (z) Seller causes such Buyer's Conditions Precedent to be satisfied on or before the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the extended Closing Date, then the provisions Closing shall occur on such extended Closing Date; otherwise, Buyer's Termination Notice shall become effective on the date Seller's extension expires. Buyer acknowledges and agrees that, other than as expressly set forth in SECTION 9.1.7, obtaining financing for its purchase of clause (ii) the Property is not a condition precedent to Buyer's obligation to purchase the Property, and Buyer may assume the First Mortgage Loan solely on the terms and conditions set forth in the preceding sentence shall applyFirst Mortgage Loan documents, except and Seller and Lender are under no obligation to modify the extent any insurance proceeds received by Seller on account of such damage terms or destruction have been applied to the restoration conditions of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destructionFirst Mortgage Loan. Buyer shall continue take actions required to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, satisfy the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), First Mortgage Loan documents for the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount assumption of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a First Mortgage Loan that Buyer assumes, to the extent that specifically set forth in the terms documents delivered by Seller to Buyer on or before November 10, 1998. Neither Seller nor its Affiliates shall take actions which would cause Buyer not to satisfy the conditions set forth in First Mortgage Loan documents for the assumption of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedFirst Mortgage Loan.

Casualty. If, prior to In the Closing, there is event of physical damage to a Property or destruction of thereof due to a casualty (a "Casualty"), affecting all or any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shallwithout fault of Buyer, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner prior to the condition at least Closing Date, Seller and Buyer agree as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) follows with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, specifically exclusive of non-physical losses such as business losses incidental thereto: (Ba) transfer If, prior to the Closing Date, a Property is damaged due to a Casualty and the cost of repairing such damage, as is reasonably determined by an independent engineer and appraiser selected by Seller (the "Repair Cost") is less than One Million and 00/100 Dollars ($1,000,000.00), then Seller and Buyer shall proceed to close the sale of all of the Property without any abatement of the Purchase Price, provided however that Seller shall, at Seller's election, either: (i) repair the Casualty to such Property prior to Closing at Seller's expense or (ii) assign to Buyer at Closing, without recourse or warranty of any nature whatsoever, all of Seller’s 's right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable any casualty insurance policies maintained by any Seller, Manager or Tenant covering such Casualty with respect to the Property, except those proceeds specifically payable in connection with and allocable Seller shall pay to business interruption and lost profits and costs incurred Buyer the deductible plus any uninsured amounts plus all payments theretofore made by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive insurers as a credit against the Purchase Price at Closing in an amount equal to the amount result of such proceeds actually received by Sellers, and loss after deducting therefrom the costs of collection thereof (Can "Assignment of Proceeds"). (b) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, any Property is damaged due to a Casualty and the Repair Cost equals or exceeds One Million and 00/100 Dollars ($1,000,000.00), then Seller shall have the provisions of clause option to: (i) repair the Casualty to such Property prior to Closing or (ii) terminate this Agreement in the preceding sentence its entirety, upon which termination, provided that Buyer is not in default hereunder, Buyer's Earnest Money shall apply, except be returned to Buyer. Notwithstanxxxx xxything herein to the extent contrary, Seller shall have the right to adjourn the Closing Date as to such Property for such reasonable period as shall be necessary to repair any insurance proceeds received by such Casualty, not to exceed one hundred eighty (180) days. (c) If more than one Property is to be acquired pursuant to this Agreement and the Repair Cost as to a particular Property equals or exceeds One Million and 00/100 Dollars ($1,000,000.00) such damaged Property may, at Seller's election, be removed from this Agreement and this Agreement terminated as to such Property, upon written notice from Seller on account to Buyer. In the event of such damage a termination, provided that Buyer is not in default hereunder, Buyer's Allocated Earnest Money as to such Property shall be returned to Xxxxx at Closing. If Seller elects to remove a Property from this Agreement and terminate this Agreement as to such Property, or destruction to terminate this Agreement in its entirety due to a Casualty as described in this Section 4.1, then Buyer shall have been applied the option, to the restoration be exercised by delivering written notice to Seller of such election within ten days after Buyer's receipt of written notice of Seller's election, to accept all of the Property. In addition, Property together with an Assignment of Proceeds with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedaffected Property.

Casualty. If, prior The risk of any loss or damage to the Closing, there is damage Property by fire or other casualty before the Closing shall continue to or destruction be borne by Seller. Seller shall promptly give Buyer written notice of any part fire or other casualty (in any event within five (5) days after Seller first has knowledge of the occurrence of same), which notice shall include a Property, Sellers shall provide Buyer prompt Notice description thereof in reasonable detail and an estimate of the applicable Seller shall, at such Seller’s election, either cost of time to repair. If (i) repair, restore any portion of the Property is damaged by fire or replace, or cause casualty after the Effective Date and is not repaired and restored substantially to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the its original condition at least as good and useful as that in which it existed prior to such damage or destruction Closing, or (ii) (A) with respect at the time of Closing the estimated cost of repairs as to any CLP Managed one the Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: is ONE HUNDRED THOUSAND U.S. DOLLARS (y$100,000.00) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Propertyless, as applicable, required determined by such damage or destruction, (B) transfer and assign to Buyer all of an independent adjuster selected by Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated required to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) Property in accordance withwith this Agreement, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, thenBuyer shall, at Buyer’s option, either: (x) receive a credit at Closing of the estimated cost or repairs to the Property, as determined by the aforesaid independent adjuster, plus any reasonably estimated lost revenue following Closing arising from such fire or casualty; or (y) receive from Seller at Closing (I) an assignment, without representation or warranty by or recourse against Seller, of all insurance claims and proceeds with respect thereto, plus (II) an amount equal to Seller’s insurance deductible. If the estimated cost of repairing such damage to the Property is more than ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000.00), as determined by such independent adjuster, Buyer may, at its sole option: (x) terminate this Agreement by notice to Seller on or before the earlier of the Closing or the tenth (10th) day after receipt of such notice described above, in which event no party shall be terminated with respect have any further liability to such Property only the party under this Agreement; or (except with respect y) proceed to those provisions which are expressly contemplated hereby Closing as provided in this Section 12.16. In no event shall the amount of insurance proceeds assigned to Buyer under this subparagraph (plus the amount of the deductible) exceed the lesser of (i) the cost of repair or (ii) the Purchase Price. The parties’ obligations, if any, under this Section 12.16 shall survive the expiration or any termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.

Casualty. Prior to Closing, all risk of loss shall belong to the -------- Sellers. If, prior to the Closing, there is damage to the Properties or destruction of any part thereof shall be destroyed or materially damaged by fire or other casualty, the Partnership (a) shall first offer the Seller the option not to rebuild; Seller may exercise this option if such Property is insured to the full amount of a the Purchase Price of the Improvements; and if Seller exercises this option, the Partnership may terminate this Agreement with respect to such Property upon notice to the Seller, and reduce the Aggregate Purchase Price by the Purchase Price of such Property, Sellers except that if the tenant under the Price Lease or the Tenant elects to pay the Base Annual Rent under the Company Lease for the entire term of the Company Lease on such Property despite the election not to rebuild, the Partnership shall provide Buyer prompt Notice thereof not terminate this Agreement with respect to such Property; and (b) if the applicable Seller shalldoes not exercise its option under (a), may, at such Seller’s electionits option, either (i) repair, restore or replace, or cause require the appropriate Sellers to be repaired, restored or replaced, repair such damaged Property in a reasonably good and workmanlike manner damage prior to Closing to the condition reasonable satisfaction of the Partnership, at least as good and useful as that no cost or expense to the Company or the Partnership, in which it existed prior event the proceeds of any insurance applicable thereto shall be paid to such damage or destruction the Seller, or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against itself settle the Purchase Price in an amount equal loss under all policies of insurance applicable to the lesser of: (y) destruction or damage and receive the proceeds of insurance applicable insurance deductible (except thereto, and the Seller shall, at Closing and thereafter, execute and deliver to the extent that any Manager is responsible for any applicable insurance deductible under Partnership all required proofs of loss, assignments of claims and other similar items. Notwithstanding anything in this Section 6.1 to the applicable Management Agreement)contrary, and (z) in the reasonable estimated costs for event such loss or casualty shall constitute a total or substantial loss or casualty or, in the repair or restoration opinion of the PropertyCompany, as applicablein its sole discretion, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering render the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause unsuitable for its intended purpose for a period of ninety (B90) above. If, pursuant to the preceding sentence, the applicable Seller elects to, days or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Datelonger, then the provisions of clause (ii) in Company and the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, thenPartnership, at Buyer’s their option, may terminate this Agreement shall be terminated with respect to such Property only (upon notice to the Seller, and reduce the Aggregate Purchase Price by the Purchase Price of such Property, except that if the Tenant nevertheless elects to pay the Base Annual Rent under the Company Lease for the entire term of the Company Lease on such Property, the Partnership shall not terminate this Agreement with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedProperty.

Casualty. If, prior to If the Closing, there Property is damage to damaged or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore destroyed by fire or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period casualty prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum then promptly after Seller becomes aware of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior Seller will notify Purchaser thereof (the “Damage Notice”). If the cost of repair is less than $5,000,000, and repairs will, in Purchaser’s reasonable estimation, take less than six (6) months to effectuate, Closing will proceed in accordance with the Closing Dateterms of this Agreement for the full Purchase Price, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreementdestruction; provided, however, that such fire or other casualty has been insured and Seller will pay or assign to Purchaser at Closing all insurance proceeds, if any any, resulting from such casualty results damage and credit to Purchaser any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds are paid or assigned. If the cost of repair is equal to or greater than $5,000,000, if the fire or other casualty is uninsured, or if repair will, in any Tenant terminating its Tenant Lease prior Purchaser’s reasonable estimation, take six (6) months or longer to Closingeffectuate, then, at Buyer’s option, Seller or Purchaser may elect to terminate this Agreement by delivering written notice to the other within ten (10) days after the date of the Damage Notice (and Closing will be extended as needed to provide for such 10-day period), in which event the Deposit will be refunded to Purchaser and the parties shall be terminated with respect to such Property only (have no further obligations under this Agreement except with respect to for those provisions obligations which are expressly contemplated hereby to survive the termination of this Agreement). If Purchaser fails to terminate this Agreement within the 10-day period, the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, Closing will proceed in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent accordance with the terms of this Section 15.1Agreement for the full Purchase Price, notwithstanding the damage or destruction and Seller will pay or assign to Purchaser at Closing all insurance proceeds, if any, resulting from the casualty and credit to Purchaser any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds are paid or assigned. Notwithstanding anything herein to the contrary, if the fire or other casualty occurs due to the acts or omissions of Purchaser or Purchaser’s employees, subtenants, assignees or agents, then Closing will proceed in accordance with the terms of this Agreement for the Loan Documents relating full Purchase Price, notwithstanding the damage or destruction, and Seller will pay or assign to Purchaser at Closing all insurance proceeds, if any, resulting from the treatment casualty and credit to Purchaser any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds are paid or assigned. If Purchaser does not elect to terminate this Agreement by reason of any casualty, Purchaser shall have the right to participate in any adjustment of the proceeds from all casualty, business interruption, lost profits, insurance claim and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing not compromise, settle or adjust any such claim without Purchaser’s prior written consent (which consent may be withheld in an amount equal to such proceeds so appliedPurchaser’s sole and absolute discretion).

Casualty. If, In the event that the Property is damaged or destroyed by fire or other casualty prior to the Closing, there is this transaction shall be closed in accordance with the terms of this Contract, notwithstanding the damage or destruction; provided, however, that subject to or destruction the last sentence of this Section 11.2, Seller may make such repairs to the extent of any part of a Propertyrecovery from insurance carried on the Property if such repairs can be reasonably effected before the Closing. Subject to Section 11.3, Sellers shall provide Buyer prompt Notice thereof and the applicable if Seller is unable to effect such repairs prior to Closing, then Purchaser shall, at such Seller’s electionClosing, either execute and deliver an assignment and assumption (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a form reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (BSeller) transfer and assign to Buyer all of Seller’s right, title 's rights and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant obligations with respect to the Property, except those proceeds specifically payable in connection with insurance claim and allocable related to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignablesuch casualty, and if such proceeds are not assignable, Buyer thereafter Purchase shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received any deductible payable by SellersSeller in connection therewith and not spent by Seller for demolition, and (C) provide Buyer with a credit against site cleaning, restoration or other repairs). Notwithstanding the Purchase Price in an amount equal foregoing to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumescontrary, to the extent that the terms of the Loan Documents relating damage to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to any building on the Property is inconsistent with so significant that Seller's insurance adjuster makes a determination that the terms of building should be torn down and reconstructed, then Seller agrees that, to the extent that such casualty occurs after Purchaser has elected to proceed under this Section 15.1, Contract following the terms expiration of the Loan Documents relating to the treatment Feasibility Period, Seller will refrain from commencing reconstruction of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to affected building until the Property shall controlClosing Date; provided, however, if that (a) Seller may utilize insurance proceeds to demolish the building, clear and clean the site, and otherwise take such actions as to make the surrounding area inaccesible by Tenants and members of the general public and make the area safe (and Purchaser shall have no right to such expended proceeds are applied and shall receive no credit at the Closing with respect to the principal same), and (b) any costs incurred or accrued interest due under the Loan Documents applied by Seller prior to accessing the Closinginsurance proceeds (i.e., Seller costs within the applicable deductible) shall provide Buyer reduce the amount credited to Purchaser for such deductible in accordance with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedthis Section 11.2.

Casualty. If, If all or any part of the Property is damaged by fire or other casualty occurring prior to the Closing, there is damage to whether or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to not such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with affects a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration material part of the Property, then: 13.1.1 if the Repair Estimate (as applicablehereinafter defined) is less than or equal to Twenty Million Dollars ($20,000,000), required neither party shall have the right to terminate this Agreement and the parties shall nonetheless consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of said destruction or damage; provided, however, that, in such damage or destructionevent, (Ba) transfer and Seller shall assign to Buyer all of Seller’s right, title and interest in Buyer shall have the right to make a claim for and to all collect and retain (x) any casualty insurance proceeds from all casualty, business interruption, lost profits, and other applicable payable under the casualty insurance policies maintained by any Seller, Manager or Tenant in effect with respect to the Property, except those proceeds specifically payable in connection with and allocable Property on account of said physical damage or destruction as necessary to business interruption and lost profits and perform repairs to the Property and/or to rebuild the Property to substantially the same condition as existed prior to the occurrence of such fire or other casualty less (y) any costs incurred by Seller for the period prior to collect such proceeds and any portion of such proceeds that Seller uses to make temporary or emergency repairs to the Closing to the extent assignable, Property and if such proceeds are not assignable, (b) Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount balance of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an due at Closing for the unpaid amount equal to the sum of the deductible on such casualty insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering policy. In such event, upon receipt of such casualty insurance proceeds, Buyer shall restore the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction condition that existed prior to the Closing Dateoccurrence of such fire or other casualty. 13.1.2 if the Repair Estimate exceeds Twenty Million Dollars ($20,000,000), Buyer shall have the option, exercisable within fifteen (15) Business Days after receipt by Buyer of the Repair Estimate as described in Sections 13.2 and 13.3 hereof (but subject to Buyer’s right to object to the Repair Estimate), TIME BEING OF THE ESSENCE, to terminate this Agreement by delivering notice thereof to Seller, whereupon the Deposit shall be returned to Buyer, subject to the terms and conditions of Section 16 hereof, and this Agreement shall be deemed canceled and of no further force or effect, and neither party shall have any further rights or liabilities against or to the other except for the Effective Date Surviving Obligations. If a fire or other casualty described in this Section 13.1.2 occurs, and Buyer does not timely elect to terminate this Agreement, then Buyer and Seller shall consummate this transaction in accordance with this Agreement, without any abatement of the provisions Purchase Price or any liability or obligation on the part of clause Seller by reason of said destruction or damage and, in such event, (iia) in Seller shall assign to Buyer and Buyer shall have the preceding sentence shall apply, except right to the extent make a claim for and to collect and retain (x) any casualty insurance proceeds received by Seller on account of such damage or destruction have been applied to payable under the restoration of the Property. In addition, casualty insurance policies in effect with respect to the CLP Managed Properties, Property on account of said physical damage or destruction as necessary to perform repairs to the Property and/or to rebuild the Property to substantially the same condition as existed prior to the occurrence of such fire or other casualty less (y) any costs incurred by Seller to collect such proceeds and any portion of such proceeds that Seller uses to make temporary or emergency repairs to the Property and (b) Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair balance of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price due at Closing for the unpaid amount of the deductible on such casualty insurance policy. In such event, upon receipt of such casualty insurance proceeds, Buyer shall restore the Property to the condition that existed prior to the occurrence of such fire or other casualty. Notwithstanding anything to the contrary in Section 13.1.1 or Section 13.1.2, if casualty insurance proceeds or the right to make a claim for and to collect such proceeds under the casualty insurance policies are to be assigned pursuant to Section 13.1.1 or Section 13.1.2, but same shall not be assignable, and/or such proceeds shall be insufficient to repair the Property and/or to rebuild the Property to substantially the same condition as existed prior to the occurrence of such fire or other casualty, then same shall be deemed a failure of a condition precedent to Buyer’s obligation to proceed to Closing. 13.1.3 The estimated cost to repair and/or restore (except as otherwise provided in the “Repair Estimate”) shall be established by estimates obtained by Seller from independent contractors, subject to Buyer’s review and reasonable approval and the provisions of Section 13.1.4 hereof. 13.1.4 Any disputes under this Section 15.1) 13 as to the estimated cost of repair or restoration shall be resolved by expedited arbitration before a single arbitrator acceptable to both Seller and Buyer in their reasonable judgment in accordance with, and subject to, with the terms and conditions rules of this Agreementthe American Arbitration Association; provided, however, that if Seller and Buyer do not agree on an arbitrator within five (5) days after a dispute arises, then either party may request the American Arbitration Association to designate an arbitrator in the Borough of Manhattan, New York. Such arbitrator shall be an independent architect having at least ten (10) years of experience in the construction of first-class office/retail buildings in Manhattan. The determination of the arbitrator shall be conclusive and binding upon the parties. The costs and expenses of such arbitrator shall be borne equally by Seller and Buyer. Each party shall have the opportunity to submit a written report of up to 10 pages in connection with any such dispute. 13.1.5 If the Repair Estimate is not delivered to Buyer at least fifteen (15) Business Days prior to the then Scheduled Closing Date in accordance with the terms hereof, the Scheduled Closing Date shall automatically be extended until the later of (I) the date that is fifteen (15) Business Days following the delivery of such estimate in accordance with the terms hereof and (II) if any such casualty results dispute is submitted to arbitration in any Tenant terminating its Tenant Lease prior accordance with Section 13.3 hereof, then fifteen (15) Business Days following the date of the determination of the arbitrator. 13.1.6 Notwithstanding anything to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of contrary contained in this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to if the Property is inconsistent with damaged by fire or other casualty and this Agreement is not terminated in the terms of this Section 15.1circumstances described above, the terms but either (a) greater than twenty-five (25%) percent of the Loan Documents relating to the treatment area of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to Property is damaged or rendered untenantable or (b) less than twenty-five (25%) percent of the area of the Property shall control; provided, however, if is damaged or rendered untenantable but such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to repair and restoration would not be completed within six (6) months after the Closing, then either Seller or Buyer, upon notice to the other party, may elect not to enter into Seller’s Lease and Buyer may, but shall provide Buyer with a credit against not be obligated to, repair and restore the Purchase Price at Closing in an amount equal to such proceeds so appliedProperty.

Casualty. IfIf before Closing, all or any portion of the Property is damaged or destroyed in a manner that will not be fully repaired prior to Closing (a “Casualty”), Seller shall promptly notify Buyer of the event and Buyer shall have the option to either proceed with or terminate this Agreement by delivery of written notice of Buyer’s election to Seller within ten (10) business days after receipt of Seller’s notice. If Seller has not received Buyer’s written notice within the ten (10) business day period, then Buyer shall be deemed to have elected to terminate the transaction contemplated by this Agreement and Escrow Holder shall immediately refund to Buyer the Deposit, this Agreement shall be terminated and neither party shall have any further obligation hereunder (other than those which expressly survive termination). If Buyer elects to continue with this transaction, as provided above then, upon Closing, there is damage shall be a credit against the Purchase Price due hereunder in an amount equal to the guaranteed fixed price bid for the repair of the Casualty given by a contractor selected by Seller and reasonably acceptable to Buyer (the “Casualty Repair Amount”), less any sums actually expended by Seller for repair of the Casualty (the nature of which repairs, but not the right of Seller to effect such Repair, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or destruction delayed). Seller shall retain the right to collect any insurance proceeds on account of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property onlythe Property, provide and the same shall not be assigned to Buyer with at Closing provided that Buyer receives a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedCasualty Repair Amount.

Casualty. If, at any time after the date of this Agreement and prior to Closing or earlier termination of this Agreement, the Real Property or any material portion thereof is damaged or destroyed by fire or any other casualty causing a Material loss or damage (a “Casualty”), the Seller shall give written notice of each Casualty to the Purchaser promptly after the occurrence of such Casualty, and then the Purchaser shall have the right to elect, by providing written notice to the Seller within thirty (30) days after the Purchaser’s receipt of the Seller’s written notice of such Casualty, to (i) terminate this Agreement in its entirety, or (ii) proceed to Closing, without terminating this Agreement in any respect, in which case the Seller shall within ten (10) days of receipt of Purchaser’s notice, deliver a notice to Purchaser whereby Seller elects to either: (A) repair and restore the Real Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction; or (B) transfer and assign to the Purchaser all of the Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, and lost profits insurance policies maintained by the Seller with respect to the Real Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by the Seller for the period prior to the Closing. If the Purchaser fails to provide written notice of its election to the Seller within such time period, there then the Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (ii) of this preceding sentence. If the Closing is damage scheduled to occur within the Purchaser’s thirty (30) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such thirty (30) day election period. If at any time after the date of this Agreement and prior to Closing or destruction earlier termination of this Agreement, the Real Property or any part material portion thereof is damaged by fire or any other casualty but not to the extent of a PropertyMaterial loss or damage, Sellers then Purchaser shall provide Buyer prompt Notice thereof and not have the applicable right to terminate this Agreement, but Seller shall, at such Seller’s election, either its election (iA) repair, repair and restore or replace, or cause to be repaired, restored or replaced, such damaged the Real Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer the Purchaser at the Closing all of the Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, and lost profits, and other applicable profits insurance policies maintained by any Seller, Manager or Tenant the Seller with respect to the Real Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by the Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.

Casualty. If(a) In the event of fire or other casualty, prior to Seller will immediately notify Buyer thereof. In the Closingevent such casualty results in the termination of the Lease, there is damage to or destruction of any part would, in the reasonable opinion of a Propertygeneral contractor selected by Seller, Sellers shall provide cost in excess of One Million Three Hundred Thirty Five Thousand Dollars ($1,335,000.00) to repair, either Seller or Buyer prompt Notice thereof and will have the applicable Seller shalloption, at such exercisable within fifteen (15) days of Seller’s electionnotice, of either (i) repairdeclaring this Agreement terminated in which event Title Company will refund to Buyer, restore or replacewith the interest earned thereon, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good the entire Xxxxxxx Money whereupon this Agreement and workmanlike manner all rights of Buyer hereunder and to the condition at least as good Property will terminate and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to neither Seller nor Buyer will have any CLP Managed Property only, provide Buyer with a credit further claim against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible other (except to the extent for those obligations that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair expressly survive cancellation or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty or (ii) closing title in accordance with this Agreement and all Personal Property associated therewith shall be deemed excluded from the Acquisition and paying in full the Purchase Price shall be reduced Price, without any abatement thereof or claim against Seller for such loss or damage (except solely that Seller will credit the purchase price by the amount of its insurance deductible, if Seller maintains the property insurance), and accepting an assignment, without recourse, of Seller’s rights, if any, to any payments to be made under any applicable hazard insurance policies together with any payments under such policies made to Seller prior to the Closing and not expended to repair or replace such loss, damage or destruction and to reimburse Seller for all actual reasonable collection costs, together with payment by Seller to Buyer of the amount of the applicable deductible, if any is payable by Seller. If Buyer will have failed to timely make an election pursuant to the foregoing sentence Buyer will be deemed to have elected to proceed with the purchase of the Property in accordance with (ii) above. (b) In the event a casualty occurs that does not result in the termination of the Lease, the Closing shall occur in accordance with this Agreement and Buyer shall pay full the Purchase Price allocated to Price, without any abatement thereof or claim against Seller for such Property as set forth on Exhibit D attached hereto. Furtherloss or damage (except solely that Seller will credit the purchase price by the amount of its insurance deductible, in if Seller maintains the event property insurance), and accepting an assignment, without recourse, of a casualty with respect Seller’s rights, if any, to any Property that payments to be made under any applicable hazard insurance policies together with any payments under such policies made to Seller prior to the Closing and not expended to repair or replace such loss, damage or destruction and to reimburse Seller for all actual reasonable collection costs, together with payment by Seller to Buyer of the amount of the applicable deductible, if any is subject to a Loan that Buyer assumes, payable by Seller. (c) This paragraph will govern to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other any applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedlaw.

Casualty. (a) If, after the Execution Date and prior to the Closing, there is damage to or destruction of any a material part of the Assets suffers a PropertyCasualty Loss or if a material part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or threatened, Sellers shall provide promptly give Buyer prompt Notice thereof and the applicable Seller shallwritten notice of such occurrence, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such Casualty Loss. (b) With regard to any CLP Managed Property onlya Casualty Loss or condemnation occurring after the date of execution of this Agreement, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: without Buyer’s prior consent (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreementwhich shall not be unreasonably withheld, conditioned or delayed), and (z) the reasonable estimated costs for the repair no insurance or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all condemnation proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing be committed or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable by Sellers to repair, restore or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed One Hundred Thousand Dollars ($100,000). To the extent such damage proceeds are not committed or destruction applied by Sellers prior to the Closing DateDate in accordance with this Section 7.9(b), then Sellers shall at the provisions Closing pay to Buyer all sums paid to Sellers by reason of clause such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Sellers in accordance with this Section 7.9(b), in such repair, restoration or replacement, Sellers shall transfer to Buyer, at the Closing, without recourse against Sellers, all of the right, title and interest of Sellers in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Sellers in collecting such proceeds. Any such funds that have been committed by Sellers for repair, restoration or replacement as aforesaid shall be paid by Sellers for such purposes or, at Sellers’ option, delivered to Buyer upon Sellers’ receipt from Buyer of adequate assurance and indemnity that Sellers shall incur no liability or expense as a result of such commitment. (c) Notwithstanding anything to the contrary in this Agreement, (i) at the Closing, the Assets affected by a Casualty Loss or condemnation shall be included in the Closing and Buyer shall pay the full Purchase Price, subject to any applicable adjustments under this Agreement, and (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, Buyer’s recourse with respect to a condemnation or Casualty Loss shall be limited to the CLP Managed Propertiesproceeds of Sellers’ applicable insurance coverage actually recovered by Sellers in respect thereof or other sums paid to Sellers by third parties (or an assignment of claims related thereto), which proceeds or other sums shall be payable to Buyer only upon or after the Closing of the transactions contemplated hereby. Sellers shall receive a credit against the Purchase Price in an amount equal have no other liability or responsibility to any known deficiency in the insurance proceeds Buyer with respect to the repair of a condemnation or Casualty Loss, even if such damage Casualty Loss shall have resulted from or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount have arisen out of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Furthersole or concurrent negligence, in the event fault, violation of a casualty with respect to Legal Requirement, or willful misconduct of Seller or any Property that is subject to a Loan that Buyer assumes, to the extent that the terms Seller or any of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedits Party Affiliates.

Casualty. Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by earthquake, flood, landslide, fire, hurricane, tornado or other casualty to any of the Properties shall be borne and assumed by Seller. If, prior to the ClosingClosing any material part of any of the Properties is damaged or destroyed by earthquake, there is flood, landslide, fire, hurricane, tornado 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 thirty (30) days after Buyer's receipt of such notice from Seller. Upon such termination, Escrow Agent shall return the Deposit to Buyer, the parties shall equally share the cancellation charges of Escrow Agent and Title Company, if any, and neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof which expressly surv termination of this Agreement. Buyer shall have no right to terminate this Agreement as a result of any nonmaterial damage to or destruction of any part of a Propertythe Properties. If Buyer does not elect or has no right to terminate this Agreement, Sellers Seller shall provide assign and turn over to Buyer prompt Notice thereof at the Closing, and the applicable Seller shallBuyer shall be entitled to receive and keep, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or (iinot at Buyer's option and cost) (A) with respect to any CLP Managed Property only, provide and Buyer with shall receive as a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant amount with respect to the Property, except those proceeds specifically payable in connection with insurance and allocable to business interruption and lost profits and costs incurred by Seller for the period prior parties shall proceed to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions terms hereof without modification of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Agreement. If Buyer does not elect or has no right to terminate this Agreement by reason of any casualty, Buyer shall have the right to participate in any adjustment of the insurance claim. For the purposes of this Section 15.19.2 only, the terms term "material" shall mean any damage that Seller reasonably estimates will cost in excess of the Loan Documents relating $200,000.00 to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedrepair. 10.

Casualty. If, If prior to Settlement all or any portion of the Closing, there Property is damage to destroyed or destruction of any part of a Property, Sellers shall provide Buyer prompt Notice thereof damaged and the applicable reasonable cost of repair and restoration with materials of like kind and quality is greater than twenty percent (20%) of the Purchase Price (“Material Damage”), then either Seller shallor Purchaser shall have the right, at such Sellerparty’s electionoption, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner terminate this Agreement by giving written notice to the condition at least as good other within ten (10) days after the date of the casualty, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and useful as that in which it existed prior to such damage or destruction or neither party shall have any further liability hereunder (ii) (A) except with respect to any CLP Managed Property onlyPurchaser’s repair and indemnification obligations as set forth in Sections 2(b), provide Buyer with a credit against 13 and 14). If the Purchase Price in an amount cost of repair and restoration is less than or equal to the lesser of: Material Damage threshold, or if more than the Material Damage threshold and neither Seller nor Purchaser elects to terminate this Agreement, Se ller and Purchaser shall proceed to Settlement and Seller, in its sole discretion, shall either (ya) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer Purchaser all of Seller’s its right, title title, and interest in and to the proceeds of any and all fire or other casualty insurance proceeds from all casualtyrelating to such damage, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable (b) credit Purchaser at Settlement in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such insurance proceeds actually received (subject to adjustment as provided below); provided that Seller shall not be responsible for any deductibles or other losses not covered by Sellers, such proceeds and (C) provide Buyer with a there shall be no credit against or adjustment of the Purchase Price in an amount equal Price. Notwithstanding the foregoing, Seller shall be entitled to, but not obligated, to the sum of the insurance proceeds that have already been received by any Seller make such repair and restoration (or commence such repair and restoration) prior to Closing or applied against any debt encumbering the Property Settlement, in which event Seller shall be entitled to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent apply any insurance proceeds received to the cost of such repair and restoration incurred by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive obtain a credit against the Purchase Price from Purchaser at Settlement in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to cost of such Property as set forth on Exhibit D attached heretorepair and restoration incurred by Seller. FurtherAs used herein, in the “ other casualty” shall mean casualty insured under a customary property damage insurance policy without modifications or endorsements, and does not include an event of a casualty with respect to any Property that or occurrence involving Hazardous Substances or other environmental matters or similar events or occurrences. This Section is subject to a Loan that Buyer assumes, an express agreement to the extent that the terms contrary of Section 5-1311 of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedNew York General Obligation Law.

Casualty. IfIn the event that all or any substantial portion of the Property shall be damaged or destroyed by fire or other casualty after the Effective Date and before the Closing Date, prior either Seller or Buyer may, at its option, terminate this Offer by written notice thereof to the Closing, there is damage to or destruction other party within ten (10) days after Seller notifies Buyer of any part of a Property, Sellers shall provide Buyer prompt Notice thereof the casualty and the applicable availability and amount of insurance proceeds, in which event Buyer shall receive a refund of the Xxxxxxx Money. In the event neither Seller shallnor Buyer terminate this Offer as described above, they shall be deemed to have elected to proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall deliver to Buyer at the Closing any insurance proceeds actually received by Seller attributable to the Property from such Seller’s election, either (i) repair, restore or replacecasualty, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other any claim under any applicable insurance policies maintained by any Sellerin respect of such casualty, Manager or Tenant together with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount deductible(s), if any, applicable to such loss under the insurance policy(ies), and there shall be no reduction in the Purchase Price: If the casualty loss does not Involve a “substantial portion” of the Property, as defined herein, then Buyer shall be obligated to close the transaction contemplated herein according to the terms hereof, notwithstanding such casualty loss, and Seller shall, at Seller’s election, either (i) repair the damages caused by such casualty loss prior to Closing, at Seller’s expense or (ii) deliver to Buyer at the Closing any insurance proceeds actually received by SellersSeller attributable to the Property from such casualty, or (iii) assign to Buyer all of Seller’s right, title, and (C) provide Buyer interest in any claim under any applicable insurance policies in respect of such casualty, together with a credit against the Purchase Price in an amount equal to the sum of deductible(s), if any, applicable to such loss under the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred policy(ies), and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) there shall be no reduction in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedPrice.

Casualty. IfUpon a Casualty, prior Lessee shall give prompt written notice thereof (a "Casualty Notice") to Agent, which notice shall specify whether Lessee will: (a) repay a portion of the Lease Balance equal to the ClosingCasualty Amount together with all Variable Rent accrued on such portion of the Lease Balance to the date of payment, there is damage to or destruction of any part which repayment shall be made no later than the next scheduled Payment Date occurring after such Casualty or, if such Casualty occurs during the last 5 Business Days of a PropertyRent Period, Sellers shall provide Buyer prompt Notice thereof and then no later than the applicable Seller shallsecond Payment Date occurring after such Casualty, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as provided that in which it existed prior to any event such damage or destruction or repayment shall be made no later than the last day of the Lease Term (iithe "Casualty Settlement Date"); or (b) (A) replace the Vehicle with respect to which the Casualty has occurred pursuant to the provisions of Section 5.4 (treating such Vehicle, for these purposes, in the same manner as a Part), provided that upon the occurrence and during the continuance of an Event of Default or an Incipient Default, Lessee shall be obligated, at the option of the Required Lessors, to make the payments referred to in clause (a) above and shall not be entitled to exercise any CLP Managed Property onlyright or election of replacement as set forth in this clause (b). If Lessee has elected, provide Buyer with or is required, to pay the Casualty Amount pursuant to clause (a) above, Lessee shall continue to make all payments of Rent due under the applicable Lease Supplement until and including the Casualty Settlement Date. Upon payment of the Casualty Amount in respect of any Vehicle suffering a credit against Casualty on such Casualty Settlement Date, the Purchase Price in remaining scheduled payments of Fixed Rent, if any, shall each be reduced by an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration product of the Property, as applicable, required by scheduled amount of such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period Fixed Rent prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount receipt of such proceeds actually received payment by Sellers, and (C) provide Buyer with a credit against Agent multiplied by the Purchase Price in an amount equal to the sum Allocation Fraction under such Lease Supplement of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent Vehicle suffering such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedCasualty.

Casualty. If, (a) Seller shall give Purchaser prompt notice of any fire or other casualty affecting the Property. Purchaser or its designated agents may enter upon the Property from time to time during normal business hours and upon advance notice to Seller in accordance with this Agreement for the purpose of inspecting any such casualty. (b) If prior to the Closing, applicable Closing there is occurs damage to the Property caused by fire or destruction other insured casualty, then in any such event, Purchaser will have no right to terminate this Agreement, but Seller shall work with Purchaser to assist in the realization by Project Owner of any part of a Propertycasualty insurance proceeds which may be payable to Project Owner, Sellers shall provide Buyer prompt Notice thereof and as the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration owner of the Property, as applicableon account of any such occurrence (excluding amounts attributable to any damage that has been repaired prior to Closing), required by such damage specifically including the proceeds of any business interruption or destruction, (B) transfer and assign to Buyer all loss of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable rental insurance policies maintained by any Seller, Manager or Tenant with respect attributable to the Propertyperiod after Closing. In addition, except those proceeds specifically payable in connection Seller shall credit the Purchase Price with and allocable to business interruption and lost profits and costs incurred by Seller for the period amount of any deductible under any of Project Owner’s insurance policy(ies). (c) If prior to the Closing there occurs damage to the extent assignableProperty caused by fire or other casualty and such damage is either uninsured or under insured, as reasonably determined by Purchaser, and if Seller elects not to pay to repair such proceeds are not assignabledamage, Buyer shall receive a credit against then in any such event, Purchaser may, at its option elect to terminate this Agreement, by written notice to Seller within 30 days after the date of Seller’s notice to Purchaser of the uninsured or under insured casualty. If Purchaser fails to terminate this Agreement, then the Closing will take place as provided herein without reduction of the Purchase Price at Closing Price, and, in the case of an amount equal under insured casualty, Seller shall work with Purchaser to assist in the amount realization by Project Owner of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the any casualty insurance proceeds that have already been received by any Seller prior which may be payable to Closing or applied against any debt encumbering Project Owner, as the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace owner of the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of any such occurrence (excluding amounts attributable to any damage that has been repaired prior to Closing), specifically including the proceeds of any business interruption or destruction have been applied loss of rental insurance attributable to the restoration of the Propertyperiod after Closing. In addition, with respect to the CLP Managed Properties, Buyer Seller shall receive a credit against the Purchase Price in an with the amount equal of any deductible under any of Project Owner’s insurance policy(ies) (excluding amounts attributable to any known deficiency in damage that has been repaired prior to Closing). Damage shall be deemed to be under insured if the insurance proceeds with respect are not sufficient to fully repair or restore the damage to substantially the same condition that existed immediately prior to such fire or other casualty or if the insurance proceeds (after taking into account any deductible provided for in such insurance policy(ies)) are not made available to the repair of Seller or the Project Owner (for example, if the Senior Lender requires such damage or destruction. Buyer shall continue proceeds to be obligated to purchase applied against the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount outstanding balance of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedConstruction Loan).

Casualty. IfIn the event that all or any "substantial portion" of the Property shall be damaged or destroyed by fire or other casualty after the Effective Date and before the Closing Date, prior Buyer may, at its option, terminate this Agreement by written notice thereof to Seller within ten (10) days after Seller notifies Buyer of the casualty and the availability and amount of insurance proceeds, in which event Buyer shall receive an immediate refund of the Xxxxxxx Money. In the event Buyer does not terminate this Agreement as described above, it shall be deemed to have elected to proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall deliver to Buyer at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty, including, to the extent available, all rental interruption insurance attributable to the period after the Closing, or assign to Buyer all of Seller's right, title and interest in any claim (or in the proceeds thereof if such assignment of such claim is not permitted) under any applicable insurance policies in respect of such casualty (including, to the extent available, all rental interruption insurance attributable to the period after the Closing), together with an amount equal to the deductible(s), if any, applicable to such loss under the insurance policy(ies), and there is damage to or destruction shall be no reduction in the Purchase Price. If the casualty loss does not involve a "substantial portion" of any part of a the Property, Sellers as defined herein, then Buyer shall provide Buyer prompt Notice thereof be obligated to close the transaction contemplated herein according to the terms hereof, notwithstanding such casualty loss, and the applicable Seller shall, at such Seller’s 's election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, repair the damages caused by such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed casualty loss prior to such damage or destruction Closing, at Seller's expense or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal subject to the lesser of: (y) provisions of the applicable Deed of Trust, deliver to Buyer at the Closing any insurance deductible (except proceeds actually received by Seller attributable to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement)Property from such casualty, and or (ziii) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s 's right, title title, and interest in and any claim (or in the proceeds thereof if such assignment of such claim is not permitted). Notwithstanding anything contained herein to all proceeds from all casualtythe contrary, business interruption, lost profits, and other in the event such repair or damages cannot be accomplished under any applicable insurance policies maintained by any Sellerin respect of such casualty, Manager or Tenant together with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of deductible(s), if any, applicable to such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of loss under the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Propertiespolicy(ies), Buyer shall receive a credit against have the right and option to (a) terminate this Agreement, in which event, the Xxxxxxx Money will be returned to Buyer or (b) waive the right to terminate and take an assignment of whatever rights Seller may have, in which event, this transaction shall be consummated and there shall be no reduction in the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedPrice.

Casualty. If, If the Real Property or the Property or any part thereof is damaged by fire or other casualty prior to the ClosingClosing Date which would cost in excess of $2,000,000 to repair (as determined by an insurance adjuster mutually selected by Buyer and Seller), there Buyer may, as its sole and exclusive right and remedy, terminate this Agreement by written notice to Seller given on or before the earlier of (a) fifteen (15) days following such casualty or (b) the Closing Date. In the event of such termination, the Exxxxxx Money shall be returned to Buyer and neither party shall have any further obligation under this Agreement, except for the Termination Surviving Obligations. If Buyer is damage not entitled to or destruction does not timely elect to so terminate this Agreement, then the Closing shall take place as herein provided without abatement of any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement)Price, and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) Seller shall assign and transfer and assign to Buyer on the Closing Date, without warranty or recourse, all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior paid or payable to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage fire or destruction have been applied casualty (including, without limitation, rent loss proceeds applicable to the restoration period on and after the Closing Date), less Seller’s reasonable costs of collection thereof and of amounts used for reasonable repair. Notwithstanding the Property. In addition, with respect foregoing to the CLP Managed Propertiescontrary, if proceeds have not been disbursed to Seller by Seller’s insurance company, and Seller’s insurance company refuses to transfer or assign to Buyer shall receive a credit against the Purchase Price in an amount equal right to the balance of any known deficiency in the such insurance proceeds with respect to the repair of such damage at or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s optionregardless of whether the casualty is deemed material pursuant to this Section 12.1, Buyer shall have the right to terminate this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive and receive a return of the termination of this Agreement)Exxxxxx Money, the Property which is the subject unless, in lieu of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced transfer by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable Seller’s insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closingcompany, Seller shall agrees to provide Buyer with a credit against the Purchase Price at Closing in an amount equal to the amount the Buyer is otherwise entitled pursuant to this Section 12.1 as a result of such proceeds so appliedcasualty.

Casualty. If, prior to Upon the Closing, there is damage to or destruction occurrence of any part of a Propertycasualty loss, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal material to the lesser of: (y) the applicable insurance deductible (except to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration operation of the Property, as applicable, required by such damage Station or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents Sale Assets prior to the Closing, Seller shall provide promptly give Buyer with written notice setting forth in detail the extent of such loss, damage or destruction and the cause thereof if known. Seller shall use its reasonable efforts to promptly commence and thereafter to diligently proceed to repair or replace any such lost, damaged or destroyed property. In the event that such repair or replacement is not fully completed prior to the Closing Date, Buyer may elect at its sole option to postpone the Closing until Seller's repairs have been fully completed if such event shall occur within sixty (60) days or to consummate the transactions contemplated hereby on the Closing Date, in which event Seller shall assign to Buyer the portion of the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney's fees, expenses and court costs incurred by Seller to collect such amounts), if any, not previously expended by Seller to repair or replace the damaged or destroyed property (such assignment of proceeds to take place regardless of whether the parties close on the scheduled or deferred Closing Date) and Buyer shall accept the damaged Sale Assets in their damaged condition provided that Seller has satisfied its insurance obligations in SECTION 5.1(a) hereof. In the event Seller is unable to complete the repairs within sixty (60) days, Buyer shall have the option to terminate this Agreement. In the event the loss, damage or destruction causes or will cause the Station to be off the air for more than seven (7) consecutive days or fifteen (15) total days during a credit against one month period, whether or not consecutive, then Buyer may elect either (i) to consummate the Purchase Price at transactions contemplated hereby on the Closing Date, in an amount equal which event Seller shall assign to Buyer the portion of the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney's fees, expenses and court costs, incurred by Seller to collect such proceeds so appliedamounts), if any, not previously expended by Seller to repair or replace the damaged or destroyed property, and Buyer shall accept the damaged Sale Assets in their damaged condition, or (ii) to terminate this Agreement.

Casualty. If, If subsequent to the Effective Date and prior to the Closing, there is Closing Date the Real Property shall be subject to damage to or destruction by one or more incidents of any part vandalism, fire or other casualty (a “Casualty”), this Agreement shall remain in full force and effect, and Purchaser shall be obligated to accept conveyance of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Real Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior subject to such damage and destruction. If such Casualty was caused by Purchaser, any of Purchaser’s Personnel or destruction anyone else acting on behalf of Purchaser (a “Purchaser Casualty”), Purchaser shall be obligated to accept conveyance of the Real Property without any adjustment to the Purchase Price. If such Casualty is not a Purchaser Casualty, Seller shall promptly give Purchaser written notice of such occurrence and either: (a) if the Real Property is covered by property insurance and is not a Purchaser Casualty, at Closing Seller shall pay to Purchaser all insurance proceeds collected on account of such damage or (ii) (A) with respect to any CLP Managed Property onlydestruction, provide Buyer with Purchaser a credit against the Purchase Price in an amount equal to the lesser of: (y) the deductible amount, if any, under Seller’s property insurance policy applicable insurance deductible (except to the extent that any Manager is responsible for any applicable Real Property and assign all uncollected insurance deductible under the applicable Management Agreement)proceeds to Purchaser, and (z) Purchaser shall be entitled to settle the reasonable estimated costs for loss with the repair or restoration of the Propertyinsurance companies; or, as applicable, required by such damage or destructionalternatively, (Bb) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained if the Real Property is not covered by any Sellerproperty insurance policy, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by at Closing Seller for the period prior to the Closing to the extent assignable, and if such proceeds are not assignable, Buyer shall receive provide Purchaser a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received the Real Property losses as reasonably estimated by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) independent contractor licensed in the preceding sentence shall apply, except to state in which the extent any insurance proceeds received Real Property is located selected by Seller on account of and approved by Purchaser, such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue approval not to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment unreasonably withheld. Such applicable credit shall be applied to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, at Closing. The aggregate amount of the terms and conditions of this Agreement; provided, howeverapplicable credit, if any, shall not exceed under any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by circumstances the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so appliedPrice.

Casualty. If, prior to If before the Closing, there all or any portion of the Property is damage damaged or destroyed (collectively, a "Casualty"), Seller promptly shall notify Buyer of the event and Buyer shall have the option to either proceed with or destruction terminate this Agreement as of the date of the Casualty by delivery of written notice of Buyer's election to Seller within ten (10) business days after receipt of Seller's notice if any part of a Property, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, either following occur: (i) repairthe cost to repair the damage or destruction from the Casualty exceeds $250,000 or will take longer than sixty (60) days to complete, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to (ii) the condition at least as good and useful as that in which it existed prior to such damage or destruction or inability to repair the damage or destruction within a certain period of time gives any tenants the right to terminate their lease, (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (yiii) the applicable cost of repairing any damage or destruction as a result of the Casualty exceeds the amount recoverable through Seller's insurance deductible by more than $50,000 (except including the amount of any deductible) unless Seller agrees to the extent that any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs reimburse Buyer for the repair or restoration of difference. If Seller has not received Buyer's written notice within the Propertyten (10) business day period, as applicable, required then Buyer shall be deemed to have elected to terminate the transaction contemplated by such damage or destruction, (B) transfer this Agreement and assign Escrow Holder shall immediately refund to Buyer all of Seller’s rightthe Deposit. If Buyer elects to continue with this transaction as provided above, title and interest in and to all then the Casualty proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by the carrier shall become the properly of Buyer after Close of Escrow after deducting any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred amounts already paid by Seller for the period prior to the Closing effect repairs to the extent assignable, and if such proceeds are not assignableCasualty which have been approved by Buyer (however, Buyer shall receive as a credit against the Purchase Price at Closing in an amount equal to Closing, the amount of any deductible or self-insured amount). Seller agrees to execute ALL documents necessary in order to effectuate such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum transfer of the insurance Casualty proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Seller shall provide Buyer with a credit against the Purchase Price at Closing in an amount equal to such proceeds so applied.

Casualty. IfIf the Improvements, or any part thereof, suffers any damage or causes a loss in rent payable equal to or in excess of $1,000,000.00 per individual Property, as determined by Purchaser in its reasonable discretion or there is an uninsured loss at a Property in excess of $1,000,000.00 (a “Damaged Property”), prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing, there is damage by written notice to or destruction of any part of a PropertySeller, Sellers shall provide Buyer prompt Notice thereof and the applicable Seller shall, at such Seller’s election, elect to either (ia) repair, restore or replace, or cause to be repaired, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction or (ii) (A) terminate this Agreement with respect to any CLP Managed the Damaged Property only, provide Buyer with and promptly receive a credit against refund of a percentage of the Purchase Price in an amount Xxxxxxx Money equal to the lesser of: quotient (yexpressed as a percentage) of the applicable insurance deductible (except Allocated Purchase Price of such terminated Damaged Property divided by the total Purchase Price, and neither party shall have any further rights or obligations hereunder with respect to the extent that any Manager is responsible for any applicable insurance deductible under sale and purchase of the applicable Management Agreement), and (z) the reasonable estimated costs Damaged Property except for the repair Surviving Obligations, or restoration of (b) consummate the PropertyClosing, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer in which latter event all of Seller’s right, title and interest in and to all the proceeds from all casualty, business interruption, lost profits, and other applicable of any insurance policies maintained by any Seller, Manager or Tenant covering such damage with respect to the Property, except those proceeds specifically payable in connection with and allocable Damaged Property shall be assigned to business interruption and lost profits and costs incurred by Seller for the period prior to Purchaser at the Closing to the extent assignable, and if such proceeds are not assignable, Buyer there shall receive a credit against be no reduction in the Purchase Price (except, however, Purchaser shall receive at Closing in an amount a credit equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, ’s deductible with respect to the CLP Managed PropertiesDamaged Property). If there are two or more Damaged Properties and provided Purchaser has not elected to terminate the Agreement with respect to more than one Property, Buyer either Purchaser or Seller may terminate the Agreement in its entirety, the Xxxxxxx Money shall receive a credit against be returned to Purchaser and Purchaser and Seller shall have no further rights or obligations under this Agreement except for the Surviving Obligations. If the Improvements, or any part thereof, suffers any damage and loss in rent payable less than the $1,000,000.00 threshold and there is no uninsured loss less than $1,000,000.00 for which Seller does not agree to be responsible, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, and there shall be no reduction in the Purchase Price in an amount (except, however, Purchaser shall receive at Closing a credit equal to any known deficiency in the insurance proceeds Seller’s deductible with respect to the repair damaged Property and the amount of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, howeveruninsured loss less than $1,000,000.00, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, any). In the event Purchaser terminates this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement)a Damaged Property, the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such the Damaged Property as in Section 2.1 and set forth on Exhibit D “N” attached hereto. Further, in hereto on the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profitsEffective Date, and other applicable insurance policies maintained by Seller the parties’ rights and obligations hereunder shall remain and continue with respect to the Property is inconsistent with the terms of this Section 15.1, the terms sale and purchase of the Loan Documents relating to the treatment remainder of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents prior to the Closing, Property. Seller shall provide Buyer with a credit against written notice to Purchaser of any fire or casualty at the Purchase Price at Closing in an amount equal to Property within ten (10) business days of such proceeds so appliedfire of casualty.

Casualty. IfExcept as provided in Article 4, prior to the Closing, there is Seller shall retain all risks and liability for damage to or destruction of injury occurring to the Property by fire, storm, accident, or any part of a Propertyother casualty or cause until Closing. If, Sellers shall provide Buyer prompt Notice thereof between the Effective Date and the applicable Closing Date, the Property suffers Material Damage (defined below), then Seller shallshall promptly notify Buyer. Buyer may elect, at by written notice delivered to Seller within fifteen (15) days after receipt of such Seller’s electionnotice, either to (ia) repairterminate this Agreement, restore or replacein which case Escrow Agent will return the Deposit to Buyer, and neither party shall have any further obligation to the other except as may be expressly provided herein, or cause (b) continue to be repairedClosing, restored or replaced, such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior case Seller shall assign any insurance proceeds resulting from the Material Damage to such damage or destruction or Buyer (ii) (A) with respect to any CLP Managed Property only, provide Buyer with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible (except but only to the extent that the proceeds do not exceed the Purchase Price and provided that Seller shall be entitled to retain any Manager is responsible for any applicable insurance deductible under the applicable Management Agreement), and (z) the reasonable estimated costs for the repair or restoration of the Property, as applicable, required by such damage or destruction, (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller, Manager or Tenant with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by Seller for insurance proceeds that are applicable to the period prior to the Closing Date and any proceeds allocable to Seller’s personal property). The Closing Date may be extended as necessary to permit Buyer and Seller the full fifteen (15) days. “Material Damage” means damage costing in Seller’s reasonable judgment, $300,000 or more to repair. If between the Effective Date and the Closing Date, the Property suffers damage which is not Material Damage, Seller shall, at Seller’s option, either (i) repair such damage at its expense, to the extent assignablereasonable approval of Buyer, and if such proceeds are not assignable, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds actually received by Sellers, and (C) provide Buyer with a credit against the Purchase Price in an amount equal to the sum of the insurance proceeds that have already been received by any Seller prior to Closing or applied against any debt encumbering the Property to the extent such proceeds would have otherwise been transferred and assigned to Buyer under clause (B) above. If, pursuant to the preceding sentence, the applicable Seller elects to, or causes Tenant or Manager to, repair, restore or replace the Property, but Seller, Tenant or Manager is unable to repair, restore or replace such damage or destruction prior to the Closing Date, then the provisions of clause (ii) in the preceding sentence shall apply, except to the extent any insurance proceeds received by Seller on account of such damage or destruction have been applied to the restoration of the Property. In addition, with respect to the CLP Managed Properties, Buyer shall receive a credit against the Purchase Price in an amount equal to any known deficiency in the insurance proceeds with respect to the repair of such damage or destruction. Buyer shall continue to be obligated to purchase the Properties notwithstanding the damage or destruction without any adjustment to the Purchase Price (except as otherwise provided in this Section 15.1) in accordance with, and subject to, the terms and conditions of this Agreement; provided, however, if any such casualty results in any Tenant terminating its Tenant Lease prior to Closing, then, at Buyer’s option, this Agreement shall be terminated with respect to such Property only (except with respect to those provisions which are expressly contemplated hereby to survive the termination of this Agreement), the Property which is the subject of such casualty and all Personal Property associated therewith shall be deemed excluded from the Acquisition and the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Property as set forth on Exhibit D attached hereto. Further, in the event of a casualty with respect to any Property that is subject to a Loan that Buyer assumes, to the extent that the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property is inconsistent with the terms of this Section 15.1, the terms of the Loan Documents relating to the treatment of the proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property shall control; provided, however, if such proceeds are applied to the principal or accrued interest due under the Loan Documents repair cannot reasonably be completed prior to the Closing, Seller shall provide have the right to extend the Closing Date until such repairs are completed), or (ii) convey the Property to Buyer with a credit against without making such repairs and assign to Buyer all insurance proceeds payable on account of such damage (but only to the extent that the proceeds do not exceed the Purchase Price and provided that Seller shall be entitled to retain any business interruption insurance proceeds that are applicable to the period prior to the Closing Date and any proceeds allocable to Seller’s personal property). If Buyer does not terminate this Agreement pursuant to this section following a casualty (whether or not the casualty results in Material Damage), Seller shall assign to Buyer at the Closing in an its right to recover under any insurance policies covering such damage (but only to the extent that the proceeds do not exceed the Purchase Price and provided that Seller shall be entitled to retain any business interruption insurance proceeds that are applicable to the period prior to the Closing Date and any proceeds allocable to Seller’s personal property) and shall pay Buyer at the Closing the amount equal to such proceeds so appliedof the deductible, if any.