Common use of Casualty Clause in Contracts

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the self storage facilities comprising the Property (herein, the “Casualty Property”) suffers any damage in an amount equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this AgreementAgreement with respect to the Casualty Property, in which event the Xxxxxxx Money parties shall be refunded proceed to PurchaserClosing with respect to the remainder of the Property, without with the consent or joinder Purchase Price being reduced by the portion of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerthe Purchase Price allocable to the Casualty Property, as set forth on Schedule “C” attached hereto, and (c) neither party shall have any further rights right or obligations hereunderobligation hereunder with respect to the Casualty Property, other than the Surviving ObligationsObligations relating thereto, or (b) consummate the ClosingClosing with respect to all of the Property, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned by Seller to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If any of the self storage facilities comprising the Property suffers any damage in an amount less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser agrees that it will consummate the Closing with respect to such self storage facility and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to Section 8.01. If, on or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the applicable Closing from Date, any Property or part thereof shall be destroyed or damaged by fire or other casualty, Purchaser may either at the applicable Contributors shall promptly give written notice (a "CASUALTY NOTICE") thereof to the Partnership and the Partnership shall nevertheless acquire all of the partnership, membership or other ownership interests in the applicable Existing Owner, pursuant to all the terms and conditions of this Agreement, subject to the following: (i) the applicable Contributors shall not permit any Existing Owner, without the Partnership's prior written approval (which approval shall not be unreasonably withheld, delayed or conditioned), to Closing (a) terminate this Agreement, adjust and settle any insurance claims in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder excess of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, $750,000 or (b) consummate enter into any construction or other contract for the repair or restoration of such Property (unless such contract is for an amount equal to or less than $750,000 and the amount of insurance proceeds, plus any deductible received as a result of such casualty is equal to or more than such contract amount) and (ii) at the applicable Closing, the applicable Contributors shall (1) pay over to the Partnership the amount of any insurance proceeds, to the extent collected by such Existing Owner in which latter event connection with such casualty, less the amount of the actual expenses incurred by such Existing Owner in connection with collecting such proceeds and making any repairs to the Property occasioned by such casualty pursuant to any contract and (2) assign to the Partnership all of Seller’s the applicable Contributors' right, title and interest in and to the proceeds of any insurance covering proceeds that are uncollected at the time of such damageClosing and that may be paid in respect of such casualty, and including any and all rent loss insurance proceeds relating subject to the payment in full of the applicable Consideration by the Partnership to such Contributors. The Contributors shall reasonably cooperate with the Partnership in the collection of such proceeds, which obligation shall survive the respective Closing for a period from and after of one (1) year. At the Closing Datewith respect to such Property, shall be assigned to Purchaser at the Closing and Purchaser Partnership shall receive a credit against the Purchase Price at Closing Consideration in an amount equal to any deductible(s) applicable thereto. Notwithstanding anything contained herein to the sum contrary, in the event a Substantial Casualty shall have occurred and the Partnership and the REIT shall desire to terminate this Agreement, the Partnership and the REIT shall, within ten (10) days of their receipt of a Casualty Notice, so inform the applicable Contributors in writing (such writing shall be referred to herein as a "TERMINATION NOTICE"). Thereafter, in the event the applicable Contributors shall (x) obtain written waivers from one or more Tenants of such Tenants' rights to terminate their Leases, which waivers do not otherwise modify the terms of such Tenants' Leases (unless the applicable Contributors shall reimburse the Partnership for any amounts or credits that may have been given to such Tenants), such that a Substantial Casualty shall no longer exist and (y) forward the waivers referred to in (x) above to the Partnership within sixty (60) days of the applicable Contributors' receipt of such Termination Notice, the Partnership shall have no right to terminate this Agreement and the applicable Closing shall take place on the later to occur of (i) Seller’s deductible under its insurance policy and (iia) the amount of any uninsured scheduled Closing Date or underinsured loss. If (b) such other date as the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the ClosingPartnership shall select, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there which date shall be no other reduction later than 30 days after the Partnership's receipt of the written waivers set forth in (x) above; it being expressly understood that in the Purchase Priceevent the applicable Contributors shall not have provided the Partnership and the REIT with the evidence referred to in (x) above within sixty (60) days of the applicable Contributors' receipt of a Termination Notice, this Agreement shall be deemed terminated with respect to any Properties for which Closings shall not yet have occurred, whereupon, subject to Section 26 hereof, the Downpayment Amount or the Letter of Credit, as applicable, shall be returned to the Partnership and the parties hereto shall be released of all obligations and liabilities in connection with this Agreement with respect to Properties for which Closings shall not yet have occurred.

Casualty. Seller assumes all risks and liability for The risk of any loss or damage to or injury occurring to the Property by firefire or other casualty before the Closing shall continue to be borne by Seller. Seller shall promptly give Buyer written notice of any fire or other casualty (in any event within five (5) days after Seller first has knowledge of the occurrence of same), storm, accidentwhich notice shall include a description thereof in reasonable detail and an estimate of the cost of time to repair. If (i) any portion of the Property is damaged by fire or casualty after the Effective Date and is not repaired and restored substantially to its original condition prior to Closing, or (ii) at the time of Closing the estimated cost of repairs as to the Property is ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000.00) or less, as determined by an independent adjuster selected by Seller, Buyer shall be required to purchase the Property in accordance with this Agreement, and Buyer 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 other casualty reasonably estimated lost revenue following Closing arising from such fire or cause until 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, plus (III) a credit for the amount of any reasonably estimated lost revenue following Closing has been consummatedarising from such fire or casualty. If the estimated cost of repairing such damage to the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars is more than ONE HUNDRED THOUSAND U.S. DOLLARS ($75,000.00) prior to the Closing from fire or other casualty100,000.00), Purchaser may either as determined by such independent adjuster, Buyer may, at or prior to Closing its sole option: (ax) terminate this AgreementAgreement 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 the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither no party shall have any further rights or obligations hereunder, other than liability to the Surviving Obligations, party under this Agreement; or (by) consummate proceed to Closing as provided in this Section 12.16. In no event shall the Closing, in which latter event all amount of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at Buyer under this subparagraph (plus the Closing and Purchaser shall receive a credit against amount of the Purchase Price at Closing in an amount equal to deductible) exceed the sum lesser of (i) Seller’s deductible under its insurance policy and the cost of repair or (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price. The parties’ obligations, if any, under this Section 12.16 shall survive the expiration or any termination of this Agreement.

Casualty. Seller assumes all risks and liability for The risk of any loss or damage to or injury occurring to the Property by firefire or other casualty before the Closing shall continue to be borne by Seller. Seller shall promptly give Buyer written notice of any fire or other casualty (in any event within five (5) days after Seller first has Knowledge of the occurrence of same), storm, accidentwhich notice shall include a description thereof in reasonable detail and an estimate of the cost of time to repair. If (i) any portion of the Property is damaged by fire or casualty after the Effective Date and is not repaired and restored substantially to its original condition prior to Closing, or (ii) at the time of Closing the estimated cost of repairs as to the Property is ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000.00) or less, as determined by an independent adjuster selected by Seller, Buyer shall be required to purchase the Property in accordance with this Agreement, and Buyer 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 other casualty reasonably estimated lost revenue following Closing arising from such fire or cause until 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, plus (III) a credit for the amount of any reasonably estimated lost revenue following Closing has been consummatedarising from such fire or casualty. If the estimated cost of repairing such damage to the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars is more than ONE HUNDRED THOUSAND U.S. DOLLARS ($75,000.00) prior to the Closing from fire or other casualty100,000.00), Purchaser may either as determined by such independent adjuster, Buyer may, at or prior to Closing its sole option: (ax) terminate this AgreementAgreement 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 the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither no party shall have any further rights or obligations hereunder, other than liability to the Surviving Obligations, party under this Agreement; or (by) consummate proceed to Closing as provided in this Section 12.16. In no event shall the Closing, in which latter event all amount of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at Buyer under this subparagraph (plus the Closing and Purchaser shall receive a credit against amount of the Purchase Price at Closing in an amount equal to deductible) exceed the sum lesser of (i) Seller’s deductible under its insurance policy and the cost of repair or (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price. The parties’ obligations, if any, under this Section 12.16 shall survive the expiration or any termination of this Agreement.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the properties comprising the Property suffers any damage equal to or in excess of Seventy Five One Hundred Thousand and no/100 Dollars ($75,000.00100,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerrequired, and neither party shall have any further rights right or obligations obligation hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s 's right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s 's deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If any of the properties comprising the Property suffers any damage less than Seventy Five One Hundred Thousand and no/100 Dollars ($75,000.00100,000.00) prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s 's deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If prior to the Closing the Property suffers any damage equal to or in excess of Seventy Five Three Hundred Thousand and no/100 Dollars ($75,000.00) prior to the Closing 300,000.00), as estimated by General Contractor, from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights right or obligations obligation hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If prior to the Closing the Property suffers any damage less than Seventy Five Three Hundred Thousand and no/100 Dollars ($75,000.00) 300,000.00), as estimated by General Contractor, prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes In the event that all risks and liability for damage to or injury occurring to any substantial portion of the Property shall be damaged or destroyed by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualtycasualty after the Effective Date and before the Closing Date, Purchaser may either Seller or Buyer may, at or prior to Closing (a) its option, terminate this AgreementOffer by written notice thereof to the other party 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 a refund of the Xxxxxxx Money Money. In the event neither Seller nor Buyer terminate this Offer as described above, they shall be refunded deemed to Purchaser, without have elected to proceed to close the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than transaction contemplated herein pursuant to the Surviving Obligations, or (b) consummate the Closingterms hereof, in which latter event Seller shall deliver to Buyer at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty, or assign to Buyer all of Seller’s right, title and interest in and to the proceeds any claim under any applicable insurance policies in respect of any insurance covering such damagecasualty, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in together with an amount equal to the sum of (i) Seller’s deductible deductible(s), if any, applicable to such loss under its the insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured losspolicy(ies), and there shall be no other 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 Seller attributable to the Property from such casualty, or (iii) assign to Buyer all of Seller’s right, title, and interest in any claim under any applicable insurance policies in respect of such casualty, together with an amount equal to the deductible(s), if any, applicable to such loss under the insurance policy(ies), and there shall be no reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for The risk of any loss or damage to or injury occurring to the Property by firefire or other casualty before the Closing shall continue to be borne by Seller. Seller shall promptly give Buyer written notice of any fire or other casualty (in any event within five (5) days after Seller first has Knowledge of the occurrence of same), storm, accidentwhich notice shall include a description thereof in reasonable detail and an estimate of the cost of time to repair. If (i) any portion of the Property is damaged by fire or casualty after the Effective Date and is not repaired and restored substantially to its original condition prior to Closing, or (ii) at the time of Closing the estimated cost of repairs as to the Property is ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000.00) or less, as determined by an independent adjuster selected by Seller, Buyer shall be required to purchase the Property in accordance with this Agreement, and Buyer 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 other casualty reasonably estimated lost revenue following Closing arising from such fire or cause until 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, plus (III) a credit for the amount of any reasonably estimated lost revenue following Closing has been consummatedarising from such fire or casualty. If the estimated cost of repairing such damage to the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars is more than ONE HUNDRED THOUSAND U.S. DOLLARS ($75,000.00) prior to the Closing from fire or other casualty100,000.00), Purchaser may either as determined by such independent adjuster, Buyer may, at or prior to Closing its sole option: (ax) terminate this AgreementAgreement 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 the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither no party shall have any further rights or obligations hereunder, other than liability to the Surviving Obligations, party under this Agreement; or (by) consummate proceed to Closing as provided in this Section 12.18. In no event shall the Closing, in which latter event all amount of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at Buyer under this subparagraph (plus the Closing and Purchaser shall receive a credit against amount of the Purchase Price at Closing in an amount equal to deductible) exceed the sum lesser of (i) Seller’s deductible under its insurance policy and the cost of repair or (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price. The parties’ obligations, if any, under this Section 12.18 shall survive the expiration or any termination of this Agreement.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights right or obligations obligation hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fireIf, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from Date, all or any portion of the Real Property and Improvements is destroyed or damaged by fire or other casualty, Purchaser may either Contributor will not be obligated to repair any damage or destruction to the Real Property and Improvements, but (x) Contributor will assign at Closing and turn over to BKP the insurance proceeds net of the following (collectively, the “Collection Costs”) (i) the costs (including reasonable attorneys’ fees) incurred by Contributor in connection with the settlement of any insurance claim with respect to such casualty, (ii) the proceeds of any rental loss, business interruption or similar insurance that are allocable to the period prior to the Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by SellerDate, and neither party shall (iii) the reasonable out-of-pocket costs incurred by Contributor in stabilizing and/or restoring the Property following such casualty (or if such have any further rights or obligations hereundernot been awarded, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s its right, title and interest in therein) payable with respect to such fire or other casualty and (y) the parties will proceed to the Closing pursuant to the terms hereof without abatement of the Consideration, except that BKP will receive a credit for any proceeds of received by Contributor and a credit for any uninsured amount or insurance covering such deductible that is actually deducted from the proceeds made available to BKP (collectively, the “Deductible”). Notwithstanding the foregoing, in the event that the casualty causes damage, the cost of which to repair shall equal or exceed $20,000,000 or the casualty is of such a nature as to entitle an Anchor Tenant or any other Tenants occupying more than twenty-five percent (25%) of the rentable square feet in the aggregate to terminate its Lease pursuant to the terms thereof, BKP, at its election may (i) terminate this Agreement and including any receive the return of its Xxxxxxx Money Deposit, whereupon, the parties shall be relieved of all obligations hereunder, except with respect to the Termination Surviving Obligations; or (ii) proceed with the Closing, and all rent loss Contributor will assign at Closing and turn over to BKP the insurance proceeds relating net of the Collection Costs (or if such have not been awarded, all of its right, title and interest therein) payable with respect to the period from such fire or other casualty, and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser BKP shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy for any proceeds received by Contributor and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of Deductible that is actually deducted from the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating made available to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase PriceBKP.

Casualty. Seller assumes all risks If the Improvements or any part thereof are damaged or destroyed by any cause covered by any policy of insurance required to be maintained by Tenant hereunder, Tenant shall promptly commence and liability for damage to or injury occurring diligently complete the restoration of the Improvements as nearly as possible to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) condition thereof prior to such damage or destruction; provided, however, that if more than twenty five percent (25%) of the Closing from Improvements are destroyed or are so damaged by fire or other casualtycasualty and if the insurance proceeds do not provide at least ninety percent (90%) of the funds necessary to accomplish the restoration, Purchaser Tenant, subject to any consent rights of Lender, if any, may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or Ground Lease within thirty (b30) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and days after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum later of (i) Seller’s deductible under its insurance policy and the date of such damage or destruction, or (ii) the date on which Tenant is notified of the amount of any uninsured insurance proceeds available for restoration. In the event Tenant is required, or underinsured loss. If elects, to restore the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the ClosingImprovements, Purchaser will consummate the Closing and accept the assignment of the all proceeds of any policy of insurance covering such damagerequired to be maintained by Tenant under this Ground Lease shall, including any and all rent loss insurance proceeds relating subject to the period rights of Lenders, be used by Tenant for that purpose and Tenant shall make up from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) own funds or obtain additional financing as reasonably approved by OCII any deficiency between the amount of any uninsured insurance proceeds available for the work of restoration and the actual cost thereof. In the event Tenant elects to terminate this Ground Lease pursuant to its right to do so under this Section 20.01, or underinsured losselects not to restore the Improvements, and there the insurance proceeds shall be no other reduction divided among OCII, Tenant and any Lender in accordance with the provisions of Section 20.02. In the event Tenant is required or elects to restore the Improvements, the Tenant is hereby authorized and may enter into a settlement or consent to an adjustment of an insurance award, in its name and/or in the Purchase Pricename of the Landlord, relating to such casualty, subject to any Lender’s consent rights, if any.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the self storage facilities comprising the Property suffers any damage in an amount equal to or in DOCVARIABLE BABC_DocID excess of Seventy Five One Hundred Thousand and no/100 Dollars ($75,000.00100,000.00) prior to the Closing from fire or other casualty, Purchaser Purchaser, within ten (10) days after receipt of written notice thereof from Seller, may either at or prior to Closing (a) terminate this AgreementAgreement as to all of the Property, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might that may be provided by Seller, and neither party shall have any further rights right or obligations obligation hereunder, other than the Surviving Obligations, or (b) consummate the ClosingClosing with respect to all of the Property, in which latter event all of Seller’s 's right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Closing, Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s 's deductible under its insurance policy policy, and (ii) there shall be no reduction in the amount of any uninsured or underinsured lossPurchase Price. If any of the self storage facilities comprising the Property suffers any damage less than Seventy Five One Hundred Thousand and no/100 Dollars ($75,000.00100,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s 's deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five One Hundred Thousand and no/100 Dollars ($75,000.00100,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerrequired, and neither party shall have any further rights right or obligations obligation hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five One Hundred Thousand and no/100 Dollars ($75,000.00100,000.00) prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the self storage facilities comprising the Property (herein, the “Casualty Property”) suffers any damage in an amount equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this AgreementAgreement with respect to the Casualty Property, in which event (i) the Xxxxxxx Money allocable portion of the Deposit for the Casualty Project, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (ii) the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Casualty Property, as set forth on Schedule “C” attached hereto, and (c) neither party shall have any further rights right or obligations hereunderobligation hereunder with respect to the Casualty Property, other than the Surviving ObligationsObligations relating thereto, or (b) consummate the ClosingClosing with respect to all of the Property, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned by Seller to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price Cash Portion at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If any of the self storage facilities comprising the Property suffers any damage in an amount less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser agrees that it will consummate the Closing with respect to all of the Property and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Date (plus receive a credit against the Purchase Price Cash Portion in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for (a) In the event of any fire or other casualty damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior part thereof, then, at either party’s option, by written notice to the Closing other party within ten (10) business days in the case of a termination by the Whitehall Seller and/or the GMH Sellers, after the Partnership becomes aware of such damage or, in the case of a termination by Purchaser, after Purchaser receives notice of such damage from fire or other casualtySeller, Purchaser either may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might this Agreement shall be provided by Sellerterminated, and the parties shall have no further obligations to each other. If neither party terminates this Agreement as aforesaid, Purchaser shall have any further rights or obligations hereunderthe right, other than upon the Surviving Obligationsoccurrence of such event, or (b) at its sole option, to elect to consummate the Closingsale without a reduction of the Purchase Price on account of the same, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and except that Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) for the amount of any uninsured or underinsured lossdeductible applicable under the Partnership’s insurance policy. If Notwithstanding the Property suffers any foregoing, Purchaser shall, however, be obligated to close hereunder if the cost to repair such damage shall be less than Seventy Five Thousand and no/100 One Million Dollars ($75,000.001,000,000.00) prior and such damage is fully covered by insurance or the Partnership agrees in writing to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive provide a credit to Purchaser against the Purchase Price in an amount equal to the sum lesser of (i) Seller’s deductible under its insurance policy, and the actual costs to repair such damage less the sum of (iiA) the amount of any uninsured insurance proceeds available to Purchaser plus (B) the amount of the deductible under the Partnership’s insurance policy or underinsured loss, and there shall be no other reduction in (ii) the Purchase Pricesum of One Million Dollars ($1,000,000) less the sum of (A) the amount of any insurance proceeds available to Purchaser plus (B) the amount of the deductible under the Partnership’s insurance policy.

Casualty. Seller assumes all risks (a) If, at any time after the Effective Date and liability for damage prior to Closing or injury occurring to earlier termination of this Agreement, the Property or any portion thereof are destroyed or damaged by fire, storm, accident, fire or any other casualty (a “Casualty”), Seller shall give written notice of each such Casualty to Purchaser promptly after the occurrence of such Casualty, and, if the cost to repair the damage resulting from such Casualty would equal or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five exceed One Hundred Thousand and no/100 No/100 Dollars ($75,000.00100,000.00) prior to or such Casualty would otherwise materially impair the Closing from fire or other casualtyvalue of the Property, Purchaser may either at or prior shall have the right to Closing elect, by providing written notice to Seller within thirty (a30) days after Purchaser's receipt of written notice of such Casualty, to (i) terminate this Agreement in its entirety, or (ii) proceed to Closing, without terminating this Agreement, in which event case Seller shall (A) provide Purchaser with a credit against the Xxxxxxx Money shall be refunded Purchase Price in an amount equal to Purchaser, without the consent lesser of: (y) the applicable insurance deductible plus any uninsured amount of the repair or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerrestoration cost, and neither party shall have any further rights (z) the reasonable estimated costs for the repair or obligations hereunderrestoration of the Property required by such Casualty, other than the Surviving Obligations, or and (bB) consummate the Closing, in which latter event transfer and assign to Purchaser all of Seller’s 's right, title and interest in and to the all proceeds of any insurance covering such damagefrom all casualty, business interruption, lost profits, and including other applicable insurance policies maintained by any Seller with respect the Property (except those proceeds specifically payable in connection with and all rent loss insurance proceeds relating allocable to business interruption and lost profits and costs incurred by any Seller for the period prior to the period from Closing) to the extent assignable, and after the Closing Dateif such proceeds are not assignable, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured losssuch proceeds. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars Closing is scheduled to occur within Purchaser's thirty ($75,000.0030) prior to the Closingday election period, Purchaser will consummate the Closing and accept Date shall, upon Purchaser's election, be postponed until the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and date which is five (5) Business Days after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum expiration of such thirty (i30) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Priceday election period.

Casualty. Seller assumes all risks Risk of loss up to and liability for including the Closing Date shall be borne by Seller. In the event of any immaterial damage to or injury occurring destruction to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal portion thereof, Seller and Purchaser shall proceed to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate close under this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaserand Purchaser will receive (and Seller will assign Seller as a result of such damage or destruction and assume responsibility for such repair, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an for any deductible, uninsured or coinsured amount equal to the sum under said insurance immaterial damage or destruction instances of damage or destruction: (i) Seller’s deductible under its insurance policy which can be repaired or restored at a cost of Ten Thousand and No/100 Dollars ($10,000.00) or less; (ii) which can be restored and repaired within sixty (60) days from the amount date of such damage or d policy covering the Property are assignable to Purchaser and will continue pending restoration and repair of the damage or destruction. In the event of any uninsured material damage or underinsured loss. If destruction to the Property suffers or any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closingportion thereof, Purchaser will consummate may, at its option, by notice to Seller given within the Closing and accept the assignment earlier of the proceeds twenty (20) days after Purchaser is notified by Seller of any insurance covering such damagedamage or destruction, including any and all rent loss insurance proceeds relating to the period from and after or the Closing Date, plus but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or destruction (and if necessary the Closing Date shall be extended to 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 insurance policies to receive) any insurance proceeds due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and Purchaser shall receive a credit against at Closing for any deductible amount under said insurance policies. If Purchaser fails to deliver to Seller notice of its election within the Purchase Price period set forth above, Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and clause (ii) of the amount of any uninsured preceding sentence. If Purchaser elects clause (ii) above, Seller will cooperate with material damage or underinsured lossdestruction destruction that are not immaterial, and there shall be no other reduction in the Purchase Priceas defined herein.

Casualty. If prior to Settlement all or any portion of the Property is destroyed or damaged and the reasonable cost of repair and restoration with materials of like kind and quality is greater than twenty percent (20%) of the Purchase Price (“Material Damage”), then either Seller assumes all risks and liability for damage or Purchaser shall have the right, at such party’s option, to or injury occurring terminate this Agreement by giving written notice to the Property by fire, storm, accident, or any other casualty or cause until within ten (10) days after the Closing has been consummated. If date of the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event whereupon the Xxxxxxx Money Deposit shall be refunded returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be Purchaser (provided by Seller, Purchaser is not otherwise in default hereunder) and neither party shall have any further rights liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). If the cost of repair and restoration is less than or obligations hereunderequal to the Material Damage threshold, other or if more than the Surviving ObligationsMaterial Damage threshold and neither Seller nor Purchaser elects to terminate this Agreement, or (b) consummate the ClosingSeller and Purchaser shall proceed to Settlement and Seller, in which latter event its sole discretion, shall either (a) assign to Purchaser all of Seller’s its right, title title, and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss fire or other casualty insurance proceeds relating to the period from and after the Closing Datesuch damage, shall be assigned to or (b) credit Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing Settlement in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating (subject to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of adjustment as provided below); provided that Seller shall not be responsible for any uninsured deductibles or underinsured loss, other losses not covered by such proceeds and there shall be no other reduction in credit or adjustment of the Purchase Price. Notwithstanding the foregoing, Seller shall be entitled to, but not obligated, to make such repair and restoration (or commence such repair and restoration) prior to Settlement, in which event Seller shall be entitled to apply any insurance proceeds to the cost of such repair and restoration incurred by Seller or obtain a credit from Purchaser at Settlement in the amount of the cost of such repair and restoration incurred by Seller. As used her ein, “ other casualty” shall mean casualty insured under a customary property damage insurance policy without modifications or endorsements, and does not include an event or occurrence involving Hazardous Substances or other environmental matters or similar events or occurrences. This Section is an express agreement to the contrary of Section 5-1311 of the New York General Obligation Law.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five One Hundred Fifty Thousand and no/100 Dollars ($75,000.00150,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Exxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five One Hundred Fifty Thousand and no/100 Dollars ($75,000.00150,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the self storage facilities comprising the Property (herein, the “Casualty Property”) suffers any damage in an amount equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this AgreementAgreement with respect to the Casualty Property, in which event (i) the Xxxxxxx Money allocable portion of the Deposit for the Casualty Project, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (ii) the parties shall proceed to Closing with respect to the remainder of the Property if Seller’s consents to such sale, which consent shall not be unreasonably withheld, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Casualty Property, as set forth on Schedule “C” attached hereto, and (iii) neither party shall have any further rights right or obligations hereunderobligation hereunder with respect to the Casualty Property, other than the Surviving ObligationsObligations relating thereto, or (b) consummate the ClosingClosing with respect to all of the Property, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned by Seller to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If any of the self storage facilities comprising the Property suffers any damage in an amount less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing with respect to all of the Property and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to If the Property by fire, storm, accidentImprovements, or any other casualty or cause until the Closing has been consummated. If the Property part thereof, suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) 500,000 prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing Closing, by written notice to Seller, elect to either (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded delivered to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights right or obligations obligation hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all (or in the event that Purchaser is not entitled to terminate as a result of Seller’s right, title and interest in and to such casualty under the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, following sentence) Purchaser shall be assigned to Purchaser receive at the Closing and Purchaser shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (x) an assignment of Seller's rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, Seller agrees to remit to Purchaser any such payments received by Seller subsequent to the Closing Date within ten (10) business days after Seller’s receipt), (y) an assignment of Seller's rights to {10610630;2} 19 payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property, if any (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, Seller agrees to remit to Purchaser any such payments received by Seller subsequent to the Closing Date within ten (10) business days after Seller’s receipt), and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the aggregate amount of any uninsured or underinsured lossthe deductibles with respect to all such insurance policies. If the Property Improvements, or any part thereof, suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) 500,000 prior to the Closing, Purchaser agrees that it will consummate the Closing and accept under the assignment terms of the proceeds this Agreement. Seller shall provide prompt written notice to Purchaser of any insurance covering such damage, including any and all rent loss insurance proceeds relating to fire or casualty at the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Property. Seller’s deductible under its insurance policy, and (ii) obligations set forth in this Section 7.2 shall survive the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase PriceClosing.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the self storage facilities comprising the Property (herein, the “Casualty Property”) suffers any damage in an amount equal to or in excess of Seventy Five Two Hundred Thousand and no/100 Dollars ($75,000.00200,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this AgreementAgreement with respect to the Casualty Property, in which event (i) the Xxxxxxx Money allocable portion of the Deposit for the Casualty Project, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (ii) the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Casualty Property, as set forth on Schedule “C” attached hereto, and (c) neither party shall have any further rights right or obligations hereunderobligation hereunder with respect to the Casualty Property, other than the Surviving ObligationsObligations relating thereto, or (b) consummate the ClosingClosing with respect to all of the Property, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If any of the self storage facilities comprising the Property suffers any damage in an amount less than Seventy Five Two Hundred Thousand and no/100 Dollars ($75,000.00200,000.00) prior to the Closing, Purchaser agrees that it will consummate the Closing with respect to all of the Property and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks Risk of loss up to and liability for including the Closing Date shall -------- be borne by Seller. In the event of any immaterial damage to or injury occurring destruction to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal portion thereof, Seller and Purchaser shall proceed to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate close under this Agreement, in which event and Purchaser will receive (and Seller will assign to Purchaser at the Xxxxxxx Money shall be refunded Closing Seller's rights under insurance policies to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (breceive) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and proceeds (including any and all rent loss insurance proceeds relating applicable to the any period from on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an for any deductible, uninsured or coinsured amount equal to under said insurance policies. For purposes of this Agreement, the sum term "immaterial damage or destruction" shall mean such instances of damage or -------------------------------- destruction: (i) Seller’s deductible under its insurance policy and which can be repaired or restored at a cost of $250,000.00 or less; (ii) which can be restored and repaired within sixty (60) days from the amount date of such damage or destruction; (iii) which are not so extensive as to allow any uninsured tenant leasing 5,000 rentable square feet or underinsured loss. If more at the Property suffers any to terminate its Lease on account of such damage less than Seventy Five Thousand or destruction; and no/100 Dollars ($75,000.00iv) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all in which Seller's rights under its rent loss insurance policy covering the Property are assignable to Purchaser and will continue pending restoration and repair of the damage or destruction. In the event of any material damage or destruction to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within the earlier of twenty (20) days after Purchaser is notified by Seller of such damage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or destruction (and if necessary the Closing Date shall be extended to 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 insurance proceeds relating (including any rent loss insurance applicable to the period from and on or after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, plus and Purchaser shall receive a credit against at Closing for any deductible amount under said insurance policies. If Purchaser fails to deliver to Seller notice of its election within the Purchase Price period set forth above, Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and clause (ii) of the amount preceding sentence. If Purchaser elects clause (ii) above, Seller will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller's insurers. For purposes of any uninsured this Agreement "material damage or underinsured lossdestruction" shall mean all ------------------------------ instances of damage or destruction that are not immaterial, and there shall be no other reduction in the Purchase Priceas defined herein.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Fifty Thousand and no/100 Dollars ($75,000.0050,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured losspolicy. If the Property suffers any damage less than Seventy Five Fifty Thousand and no/100 Dollars ($75,000.0050,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.

Casualty. Except as provided in Sections 4.2 and 5.1 of this Agreement, Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property Property, or any part thereof, suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) 1,000,000.00 prior to the Closing from fire or other casualtycasualty or if a tenant or tenants in the aggregate occupying at least 50,000 square feet of space at the Property terminate their Leases pursuant to the terms and conditions thereof as a result of such fire or other casualty at the Property, which Seller, at its sole option, does not elect to repair, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser (subject to Purchaser, without 's delivery of the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Reports to Seller), and neither party shall have any further rights right or obligations hereunder, obligation hereunder other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s 's right, title and interest in and to the proceeds of any insurance covering such damage, damage (less an amount equal to any expenses and costs incurred by Seller to repair or restore the Property and any portion of such proceeds 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 any and all rent loss insurance proceeds relating to the period from and after the Closing Date, all of which shall be payable to Seller), to the extent the amount of such insurance does not exceed the Purchase Price, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured lossClosing. If the Property Property, or any part thereof, suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) 1,000,000.00 prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any damage plus an amount equal to Seller's deductible under its insurance policy and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policyuninsured loss, and (ii) the amount of any uninsured or underinsured lossif any, and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy policy, and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, , and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Fifty Thousand and no/100 Dollars ($75,000.0050,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerrequired, and neither party shall have any further rights right or obligations obligation hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s 's right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price Cash Portion at Closing in an amount equal to the sum of (i) Seller’s 's deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Fifty Thousand and no/100 Dollars ($75,000.0050,000.00) prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Date (plus receive a credit against the Purchase Price Cash Portion in an amount equal to the sum of (i) Seller’s 's deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

Casualty. If prior to Settlement all or any portion of the Property is destroyed or damaged and the reasonable cost of repair and restoration with materials of like kind and quality is greater than twenty percent (20%) of the Purchase Price (“Material Damage”), then either Seller assumes all risks and liability for damage or Purchaser shall have the right, at such party’s option, to or injury occurring terminate this Agreement by giving written notice to the Property by fire, storm, accident, or any other casualty or cause until within ten (10) days after the Closing has been consummated. If date of the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event whereupon the Xxxxxxx Money Deposit shall be refunded returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be Purchaser (provided by Seller, Purchaser is not otherwise in default hereunder) and neither party shall have any further rights liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Sections 2(b), 13 and 14). If the cost of repair and restoration is less than or obligations hereunderequal to the Material Damage threshold, other or if more than the Surviving ObligationsMaterial Damage threshold and neither Seller nor Purchaser elects to terminate this Agreement, or (b) consummate the ClosingSelle r and Purchaser shall proceed to Settlement and Seller, in which latter event its sole discretion, shall either (a) assign to Purchaser all of Seller’s its right, title title, and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss fire or other casualty insurance proceeds relating to the period from and after the Closing Datesuch damage, shall be assigned to or (b) credit Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing Settlement in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating (subject to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of adjustment as provided below); provided that Seller shall not be responsible for any uninsured deductibles or underinsured loss, other losses not covered by such proceeds and there shall be no other reduction in credit or adjustment of the Purchase Price. Notwithstanding the foregoing, Seller shall be entitled to, but not obligated, to make such repair and restoration (or commence such repair and restoration) prior to Settlement, in which event Seller shall be entitled to apply any insurance proceeds to the cost of such repair and restoration incurred by Seller or obtain a credit from Purchaser at Settlement in the amount of the cost of such repair and restoration incurred by Seller. As used herein, “ other casualty” shall mean casualty insured under a customary property damage insurance policy without modifications or endorsements, and does not include an event or occurrence involving Hazardous Substances or other environmental matters or similar events or occurrences.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fireIf, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from Date, all or any portion of the Real Property and Improvements is destroyed or damaged by fire or other casualty, Seller will not be obligated to repair any damage or destruction to the Real Property and Improvements, but (x) Seller will assign at Closing and turn over to Purchaser may either at the insurance proceeds net of the following (collectively, the “Collection Costs”): (i) the costs (including reasonable attorneys’ fees) incurred by Seller in connection with the settlement of any insurance claim with respect to such casualty, (ii) the proceeds of any rental loss, business interruption or similar insurance that are allocable to the period prior to the Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by SellerDate, and neither party shall (iii) the reasonable out-of-pocket costs incurred by Seller in stabilizing and/or restoring the Property following such casualty (or if such have any further rights or obligations hereundernot been awarded, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s its right, title and interest in therein) payable with respect to such fire or other casualty and (y) the parties will proceed to the Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser will receive a credit for any proceeds of received by Seller and a credit for any uninsured amount or insurance covering such deductible that is actually deducted from the proceeds made available to Purchaser (collectively, the “Deductible”). Notwithstanding the foregoing, in the event that the casualty causes damage, the cost of which to repair shall equal or exceed $15,000,000 or the casualty is of such a nature as to entitle an Anchor Tenant or any other Tenants occupying more than twenty-five percent (25%) of the rentable square feet in the aggregate to terminate its or their Leases pursuant to the terms thereof, Purchaser, at its election may (i) terminate this Agreement and including any receive the return of its Xxxxxxx Money Deposit, whereupon, the parties shall be relieved of all obligations hereunder, except with respect to the Termination Surviving Obligations; or (ii) proceed with the Closing, and all rent loss Seller will assign at Closing and turn over to Purchaser the insurance proceeds relating net of the Collection Costs (or if such have not been awarded, all of its right, title and interest therein) payable with respect to the period from and after the Closing Datesuch fire or other casualty, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy for any proceeds received by Seller and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of Deductible that is actually deducted from the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating made available to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase PricePurchaser.

Casualty. Seller assumes all risks and liability Except as otherwise provided herein, the risk of loss for any damage to or injury occurring loss from fire or other casualty to the Property by fire, storm, accident, or any other casualty or cause shall remain with Stayton until the Closing such time as title has been consummatedpassed to Purchaser pursuant to this Agreement. If the a material part of an individual Property suffers any damage equal to is damaged or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from destroyed by fire or other casualty, Stayton shall notify Purchaser may either at or prior in writing of such fact and Purchaser shall have the option to (A) proceed to Closing with respect to all Properties, (aB) terminate this AgreementAgreement in its entirety, or (C) terminate this Agreement with respect to any Property with respect to which a material portion of such Property is damaged or destroyed by fire or other casualty (but this Agreement shall remain in full force and effect with respect to the other Properties), in which event the Xxxxxxx Money case (i) such Property shall be refunded excluded from the transactions contemplated under this Agreement, (ii) the aggregate Cash/Equity Portion of the Purchase Price payable by the Purchaser shall be reduced by the Allocated Cash/Equity Portion of the Purchase Price applicable to Purchasersuch excluded Property and (iii) Purchaser shall not assume the Existing Loans related to such excluded Property. Purchaser shall make the foregoing option by notice to Stayton within ten (10) days after receipt of Xxxxxxx'x notice. If Purchaser elects to proceed to Closing with respect to all Properties pursuant to this Section 11.2, without Stayton shall assign to Purchaser at the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event Closing all of Seller’s Xxxxxxx'x right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating awarded or to be awarded to Stayton as the result of such damage or destruction, in which case the Purchase Price shall be reduced by an amount, if any, equal to the period from and after excess of the reasonably estimated amount required to complete repairs to the subject Property over the amount of such insurance proceeds. If there is damage to or destruction of an immaterial part of a Property by fire or other casualty, Closing Dateshall not be delayed and, at the option of Purchaser, Stayton shall be assigned assign to Purchaser at the Closing all of Xxxxxxx'x right, title and Purchaser shall receive a credit against interest in and to the insurance proceeds awarded or to be awarded to Stayton as the result of such damage or destruction and the Purchase Price at Closing in shall be reduced by an amount equal to the sum excess of (i) Seller’s deductible under its insurance policy and (ii) the reasonably estimated amount required to complete such repairs over the amount of such insurance proceeds. An "immaterial" part of any uninsured individual Property shall be deemed to have been damaged or underinsured loss. If destroyed if the Property suffers any damage reasonably estimated cost of repair or replacement thereof shall be less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment 10% of the proceeds Allocated Purchase Price for such Property, and a "material" part of any insurance covering such damage, including any and all rent loss insurance proceeds relating individual Property or group of Properties shall be deemed to have been damaged or destroyed if the period from and after cost of repair or replacement thereof shall be equal to or in excess of 10% of the Closing Date, plus receive a credit against the Allocated Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Pricethereof.

Casualty. Seller assumes Sellers shall promptly notify Buyer of any --------- casualty affecting any Property. In the event that all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty "substantial portion" of a Property shall be damaged or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from destroyed by fire or other casualtycasualty after the Effective Date and before the Closing Date, Purchaser may either Buyer may, at or prior its option, elect to Closing withdraw such Property from this Agreement by written notice thereof to Sellers within ten (a10) days after Sellers notify Buyer of the casualty and the availability and amount of insurance proceeds. In the event Buyer does not elect to terminate this AgreementAgreement as to such Property as described above, Buyer shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Sellers shall deliver to Buyer at the Xxxxxxx Money shall be refunded Closing any insurance proceeds actually received by Sellers attributable to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligationssuch Property from such casualty, or (b) consummate the Closing, in which latter event assign to Buyer all of Seller’s Sellers' right, title and interest in and any claim under any applicable insurance policies in respect of such casualty, together with payment to the proceeds Buyer of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible deductible(s), if any, applicable to such loss under its the insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured losspolicy(ies), and there shall be no other reduction in the allocated portion of the Purchase PricePrice for such Property. 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 Sellers shall either (i) deliver to Buyer at the Closing any insurance proceeds actually received by Sellers attributable to the Property from such casualty, or (ii) assign to Buyer all of Sellers' right, title, and interest in any claim under any applicable insurance policies in respect of such casualty, together with payment to Buyer of an amount equal to the deductible(s), if any, applicable to such loss under the insurance policy(ies), and there shall be no reduction in the allocated portion of the Purchase Price for such Property.

Casualty. Except as provided in SECTIONS 4.2 and 5.1 of this Agreement, and only as applicable, Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property Property, or any part thereof, suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) 250,000.00 prior to the Closing from fire or other casualty, Purchaser may may, within forty-five (45) days after receiving actual notice of such casualty, either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, Purchaser and neither party shall have any further rights right or obligations hereunder, obligation hereunder other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s 's right, title and interest in and to the proceeds of any insurance covering such damage, damage (less an amount paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, all of which shall be payable to Seller), to the extent the amount of such insurance does not exceed the Purchase Price, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured lossClosing. If the Property Property, or any part thereof, suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) 250,000.00 prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, damage plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s 's deductible under its insurance policypolicy and there shall be no reduction in the Purchase Price. Seller hereby agrees that in its notice of the casualty delivered to Purchaser, Seller shall include, to the extent available: (i) the supporting information with respect to how Seller determined whether the Property, or any part thereof, suffered damage in excess of $250,000, and (ii) any written notices received by Xxxxx Xxxxxxxx after the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase PriceEffective Date from Seller's insurance carrier denying Seller coverage for such casualty.

Casualty. Except for Purchaser’s liability for damage or injury arising under Paragraph 4.2 of this Agreement, Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, other than damage or injury for which Purchaser is expressly liable under this Agreement, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights right or obligations obligation hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.

Casualty. (a) Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Upon one (1) Individual Property suffers suffering any damage equal to or in excess of Seventy Five Thousand and no/100 One Million Dollars ($75,000.001,000,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing in respect of such Individual Property: (a) upon written notice to Sellers, terminate this AgreementAgreement in respect of such Individual Property, in which event event, the Xxxxxxx Money Purchase Price shall be refunded reduced in accordance with the Purchase Price allocated to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellersuch Individual Property pursuant to Schedule A attached, and neither party the Downpayment shall have any further rights or obligations hereunder, other than be credited against the Surviving ObligationsPurchase Price for the remaining Property to be purchased by the Purchaser pursuant to this Agreement, or (b) consummate the ClosingClosing in respect of such Individual Property, in which latter event all of Seller’s Sellers’ right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of of: (ix) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, to the extent that it is deducted from any such insurance -24- proceeds payable to Purchaser, and (iiy) the amount of any the uninsured or underinsured loss, provided that, for greater certainty, in the event that all Property suffers any damage entitling the Purchaser to terminate this Agreement in respect of all of the Property, and there the Purchaser so elects, the Downpayment shall be no refunded to Purchaser forthwith, without deduction, and without the consent or joinder of Sellers being required and notwithstanding any contrary instructions which might be provided by Sellers, and neither Sellers nor Purchaser shall have any further right or obligation under this Agreement other reduction in those obligations which expressly survive the Purchase PriceClosing.

Casualty. Except as otherwise provided in this Agreement, Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If before the Property Closing, the Property, or any part thereof, suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualtycasualty which in Seller’s reasonable estimate will require in excess of $750,000 to repair and restore, Seller will notify Purchaser of such fact (the “Seller’s Casualty Notice”), and Purchaser may either at or prior to Closing (a) terminate this AgreementAgreement by notice to the other party given within ten (10) days following Seller’s Casualty Notice to Purchaser, in which event the Xxxxxxx Money case Purchaser shall be refunded entitled to Purchaser, without the consent or joinder return of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerthe Deposit, and thereafter neither party shall have any further rights or obligations hereunderunder this Agreement, other than the Surviving ObligationsObligations . If Purchaser does not terminate this Agreement, or (b) it shall remain in full force and effect, Purchaser agrees that it will consummate the Closing, in which latter event all Closing and accept the assignment of Seller’s right, title and interest in and to the net proceeds (or rights under the policy) of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to for the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in (less an amount equal to any expenses and costs incurred by Seller to collect or adjust such insurance or to secure the sum 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 (i) collectively, “Seller Expenses”), to the extent the amount of such net proceeds does not exceed the Purchase Price, plus an amount equal to Seller’s deductible under its insurance policy applicable to such casualty, and (ii) there shall be no reduction in the amount Purchase Price or obligation of any uninsured or underinsured lossSeller to complete restoration. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, the Property, or any part thereof, suffers any such damage which will in Seller’s reasonable estimate require less than $750,000 to repair or restore, Purchaser agrees that it will consummate the Closing and accept the assignment of the net proceeds (or rights under the policy) of any insurance covering such damage, including any and all rent loss insurance proceeds relating to for the period from and after the Closing Date(less Seller Expenses), to the extent the amount of such net proceeds does not exceed the Purchase Price, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured losspolicy applicable to such casualty, and there shall be no other reduction in the Purchase PricePrice or obligation of Seller to complete restoration. Seller agrees that from and after the date hereof and until the Closing Seller shall carry all insurance coverage which it presently carries on the Property. Seller’s existing liability and property insurance pertaining to the Property shall be canceled as of the Closing Date, and Seller shall be entitled to receive any premium refund due thereon.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property Property, or any part thereof, suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars thirty percent ($75,000.0030%) of the Purchase Price prior to the Closing from fire or other casualty, which Seller, at its sole option, does not elect to repair, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s 's right, title and interest in and to the proceeds of any insurance covering such damage, damage (less an amount equal to any expenses and costs incurred by Seller to repair or restore the Property and any portion of such proceeds paid or to be paid pursuant to rental loss insurance on account of the loss of rents or other income from the Property for the period prior to and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, all of which shall be payable to Seller), to the extent the amount of such insurance does not exceed the Purchase Price, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured lossClosing. If the Property Property, or any part thereof, suffers any damage less than Seventy Five Thousand and no/100 Dollars thirty percent ($75,000.0030%) of the Purchase Price prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating damage plus Seller shall pay to the period from and after the Closing Date, plus receive a credit against the Purchase Price in Purchaser an amount equal to the sum of (i) Seller’s 's deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, policy and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for (a) In the event of any fire or other casualty damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior part thereof, then, at either party’s option, by written notice to the Closing other party within ten (10) business days in the case of a termination by the Whitehall Seller and/or the GMH Sellers, after the LLC becomes aware of such damage or, in the case of a termination by Purchaser, after Purchaser receives notice of such damage from fire or other casualtySeller, Purchaser either may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might this Agreement shall be provided by Sellerterminated, and the parties shall have no further obligations to each other. If neither party terminates this Agreement as aforesaid, Purchaser shall have any further rights or obligations hereunderthe right, other than upon the Surviving Obligationsoccurrence of such event, or (b) at its sole option, to elect to consummate the Closingsale without a reduction of the Purchase Price on account of the same, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and except that Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) for the amount of any uninsured or underinsured lossdeductible applicable under the Partnership’s insurance policy. If Notwithstanding the Property suffers any foregoing, Purchaser shall, however, be obligated to close hereunder if the cost to repair such damage shall be less than Seventy Five Thousand and no/100 One Million Dollars ($75,000.001,000,000.00) prior and such damage is fully covered by insurance or the LLC agrees in writing to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive provide a credit to Purchaser against the Purchase Price in an amount equal to the sum lesser of (i) Seller’s deductible under its insurance policy, and the actual costs to repair such damage less the sum of (iiA) the amount of any uninsured insurance proceeds available to Purchaser plus (B) the amount of the deductible under the Partnership’s insurance policy or underinsured loss, and there shall be no other reduction in (ii) the Purchase Pricesum of One Million Dollars ($1,000,000) less the sum of (A) the amount of any insurance proceeds available to Purchaser plus (B) the amount of the deductible under the Partnership’s insurance policy.

Casualty. Seller assumes all risks (a) If, at any time after the Effective Date and liability for damage prior to Closing or injury occurring to earlier termination of this Agreement, the Property or any portion thereof are destroyed or damaged by fire, storm, accident, fire or any other casualty (a “Casualty”), Seller shall give written notice of each such Casualty to Purchaser promptly after the occurrence of such Casualty, and, if the cost to repair the damage resulting from such Casualty would equal or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five exceed One Hundred Thousand and no/100 No/100 Dollars ($75,000.00100,000.00) prior to or such Casualty would otherwise materially impair the Closing from fire or other casualtyvalue of the Property, Purchaser may either at or prior shall have the right to Closing elect, by providing written notice to Seller within thirty (a30) days after Purchaser’s receipt of written notice of such Casualty, to (i) terminate this Agreement in its entirety, or (ii) proceed to Closing, without terminating this Agreement, in which event case Seller shall (A) provide Purchaser with a credit against the Xxxxxxx Money shall be refunded Purchase Price in an amount equal to Purchaser, without the consent lesser of: (y) the applicable insurance deductible plus any uninsured amount of the repair or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerrestoration cost, and neither party shall have any further rights (z) the reasonable estimated costs for the repair or obligations hereunderrestoration of the Property required by such Casualty, other than the Surviving Obligations, or and (bB) consummate the Closing, in which latter event transfer and assign to Purchaser all of Seller’s right, title and interest in and to the all proceeds of any insurance covering such damagefrom all casualty, business interruption, lost profits, and including other applicable insurance policies maintained by any Seller with respect the Property (except those proceeds specifically payable in connection with and all rent loss insurance proceeds relating allocable to business interruption and lost profits and costs incurred by any Seller for the period prior to the period from Closing) to the extent assignable, and after the Closing Dateif such proceeds are not assignable, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured losssuch proceeds. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars Closing is scheduled to occur within Purchaser’s thirty ($75,000.0030) prior to the Closingday election period, Purchaser will consummate the Closing and accept Date shall, upon Purchaser’s election, be postponed until the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and date which is five (5) Business Days after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum expiration of such thirty (i30) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Priceday election period.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property Property, or any part thereof, suffers any damage equal to or in excess of Seventy Five Thousand One Million and no/100 Dollars ($75,000.001,000,000) prior to the Closing from fire or other casualty, Purchaser Seller shall promptly provide Buyer with written notice thereof and Buyer may either at or prior to Closing (a) terminate this AgreementAgreement by notice to Seller and Escrow Agent, in which event the Xxxxxxx Money shall be promptly refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by SellerBuyer, and neither party shall have any further rights right or obligations obligation hereunder, other than any obligations expressly surviving the Surviving Obligationstermination hereof, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser Buyer at the Closing and Purchaser Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property Property, or any part thereof, suffers any damage equal to less than Seventy Five Thousand One Million and no/100 Dollars ($75,000.001,000,000) prior to the Closing, Purchaser Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy One Million Five Hundred Thousand and no/100 Dollars ($75,000.00) 1,500,000.00), or which would allow any tenant to terminate its lease or xxxxx rent, prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights right or obligations obligation hereunder, other than the Surviving Obligationsobligations of Purchaser pursuant to Section 3.1.4 and Section 3.1.7 hereof, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy One Million Five Hundred Thousand and no/100 Dollars ($75,000.00) 1,500,000.00), and no tenant has the right to terminate its lease or xxxxx rent, prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the self storage facilities comprising the Property (herein, the “Casualty Property”) suffers any damage in an amount equal to or in excess of Seventy Five One Hundred Thousand and no/100 Dollars ($75,000.00100,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this AgreementAgreement with respect to the Casualty Property, in which event (i) the Xxxxxxx Money allocable portion of the Deposit for the Casualty Project, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (ii) the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Casualty Property, as set forth on Schedule “C” attached hereto, and (iii) neither party shall have any further rights right or obligations hereunderobligation hereunder with respect to the Casualty Property, other than the Surviving ObligationsObligations relating thereto, or (b) consummate the ClosingClosing with respect to all of the Property, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If any of the self storage facilities comprising the Property suffers any damage in an amount less than Seventy Five One Hundred Thousand and no/100 Dollars ($75,000.00100,000.00) prior to the Closing, Purchaser agrees that it will consummate the Closing with respect to all of the Property and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause (other than that caused by Buyer or Buyer’s agents) until the Closing has been consummated. If the Property Property, or any part thereof, suffers any damage equal to or in excess of Seventy Five Hundred Thousand and no/100 Dollars ($75,000.00500,000.00) prior to the Closing from fire or other casualty, Purchaser Buyer may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by SellerBuyer, and neither party shall have any further rights right or obligations obligation hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be paid and assigned to Purchaser Buyer at the Closing and Purchaser Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property Property, or any part thereof, suffers any damage less than Seventy Five Hundred Thousand and no/100 Dollars ($75,000.00500,000.00) prior to the Closing, Purchaser Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or If any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) time prior to the Closing from any portion of the improvements included in the Real Property is destroyed or damaged as a result of fire or other any casualty, Seller shall promptly notify Purchaser may either at of the same. The rights and obligations of the parties by reason of such destruction or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money damage shall be refunded to Purchaseras follows: 11.2.1 If the Cost of Repair and Restoration (as hereinafter defined) of such destruction or damage shall be One Million and No/100 Dollars $1,000,000.00 (the “Repair Threshold”) or less and the destruction or damage does not materially impair the use and operation of the public space (including restaurants) within the Real Property, without the consent obligations of the parties under this Agreement shall not be affected by such destruction or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerdamage, and neither party Purchaser shall have accept title to the Property in its destroyed or damaged condition. Purchaser shall pay the Purchase Price without reduction, and Seller shall pay over or assign to Purchaser without recourse all rights to any further rights proceeds of insurance payable with respect to such destruction or obligations hereunderdamage (less any collection costs incurred by Seller in connection therewith and any costs and expenses incurred by Seller to restore the Property, other than provided that Purchaser has approved of any such settlement of the Surviving Obligationscasualty claim and/or restoration, such approval not to be unreasonably withheld, conditioned or (bdelayed) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to including the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating applicable to the period from and after the Closing DateClosing, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured lossdeductible. 11.2.2 If the Property suffers any Cost of Repair and Restoration of such destruction or damage less than Seventy Five Thousand shall exceed the Repair Threshold or the destruction or damage materially impairs the use and no/100 Dollars operation of the public space ($75,000.00including restaurants) prior within the Real Property, then Purchaser shall have the right to terminate this Agreement by notice to Seller given on or before the date that is the earlier to occur of (a) ten (10) days after the date of the Cost Notice (as hereinafter defined) or (b) the Closing. In the event that Purchaser does not elect to terminate this Agreement as permitted by this Section 11.2.2, Purchaser shall accept title to the Closing, Purchaser will consummate the Closing Property in its destroyed or damaged condition in accordance with and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating subject to the period from and after provisions of Section 11.2.1. In the Closing Dateevent that the Agreement is terminated pursuant to this Section 11.2.2, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policythe Deposit shall be returned to Purchaser, and (ii) except as expressly provided for in this Agreement, neither Seller nor Purchaser shall have any further liability or obligation to the other under this Agreement. 36 11.2.3 The term “Cost of Repair and Restoration” shall mean the amount of any uninsured or underinsured loss, Seller’s good faith estimate of the actual cost of repair and there restoration. Seller shall be no other reduction in send Purchaser notice of the Purchase PriceCost of Repair and Restoration (the “Cost Notice”) promptly after making the aforesaid estimate. 12.

Casualty. Except as provided in SECTIONS 4.2 and 5.1 of this Agreement, Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property Property, or any part thereof, suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) 250,000.00 prior to the Closing from fire or other casualty, which Seller, at its sole option, does not elect to repair, or if as a direct result of the fire or other casualty event Safeway or Party City has an immediate right to terminate its Lease, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser (subject to Purchaser, without 's delivery of the consent or joinder Reports as required by SECTION 3.1 of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerthis Agreement), and neither party shall have any further rights right or obligations hereunder, obligation hereunder other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s 's right, title and interest in and to the proceeds of any insurance covering such damage, damage (less an amount equal to any expenses and costs incurred by Seller to repair or restore the Property and any portion of such proceeds 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 any and all rent loss insurance proceeds relating to the period from and after the Closing Date, all of which shall be payable to Seller), to the extent the amount of such insurance does not exceed the Purchase Price, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured lossClosing. If the Property Property, or any part thereof, suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) 250,000.00 prior to the Closing, and such damage does not give Safeway or Party City the right to terminate its Lease, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, damage plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s 's deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, policy and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property Property, or any part thereof, suffers any damage equal to or in excess of Seventy Five Seven Hundred Fifty Thousand and no/100 Dollars ($75,000.00750,000) prior to the Closing from fire or other casualty, Purchaser Seller shall promptly provide Buyer with written notice thereof and Buyer may either at or prior to Closing (a) terminate this AgreementAgreement by notice to Seller and Escrow Agent, in which event the Xxxxxxx Exxxxxx Money shall be promptly refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by SellerBuyer, and neither party shall have any further rights right or obligations obligation hereunder, other than any obligations expressly surviving the Surviving Obligationstermination hereof, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of receive any insurance proceeds covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property Property, or any part thereof, suffers any damage equal to less than Seventy Five Seven Hundred Fifty Thousand and no/100 Dollars ($75,000.00750,000) prior to the Closing, Purchaser Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks Section 21(b) of the Original Agreement is hereby amended and liability for damage restated in its entirety to or injury occurring to read: “If a material portion of the Property is damaged or destroyed by fire, storm, accident, fire or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualtyClosing, Purchaser may Buyer may, at its option, either at or prior to Closing (ai) terminate this Agreement by written notice of such termination to Sellers within ten (10) days after Sellers notifies Buyer of the casualty and receive an immediate refund of the Deposit, or (ii) close the transaction contemplated in this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall Buyer will receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy proceeds received by Sellers and (ii) the amount of any uninsured or underinsured loss. If attributable to the Property suffers from such casualty (less any damage less than Seventy Five Thousand amounts expended by Sellers to repair or restore the Property or to recover the insurance proceeds), and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser Buyer will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus also receive a credit against the Purchase Price in an amount equal to the sum of the deductible under Sellers' insurance policy regarding such casualty plus an amount equal to any uninsured amount of damage or destruction to the Property as a result of such casualty, and Sellers will assign to Buyer all claims for such insurance proceeds attributable to the Property. If Buyer fails to timely deliver written notice of termination as described in (i) Seller’s above, Buyer will be deemed to have elected to terminate the Agreement. If less than a material portion of the Property is damaged or destroyed by fire or other casualty prior to the Closing, Buyer will close the transaction contemplated in this Agreement, Buyer will receive a credit against the Purchase Price equal to the proceeds received by Sellers and attributable to the Property from such casualty (less any amounts expended by Sellers to repair or restore the Property or to recover the insurance proceeds), and Buyer will also receive a credit against the Purchase Price equal to the sum of the deductible under its Sellers' insurance policypolicy regarding such casualty plus an amount equal to any uninsured amount of damage or destruction to the Property as a result of such casualty, and (ii) Sellers will assign to Buyer all claims for such insurance proceeds attributable to the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase PriceProperty.”

Casualty. Seller assumes all risks and liability for In the event of damage to or injury occurring to the Property by fire, storm, accident, fire or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from Date, Seller shall promptly notify Purchaser of such fire or other casualty. If the fire or other casualty causes damage which (a) would cost in excess of $2,000,000.00 to repair, (b) materially and adversely affects access to the Property, or (c) entitles any Required Tenant to terminate its Lease as a result thereof, then Purchaser may elect, by written notice to be delivered to Seller on or before the sooner of (i) the 15th day after Purchaser's receipt of such notice, or (ii) the Closing Date, to either: (a) close the transaction contemplated by this Agreement and receive (x) all insurance claims and proceeds paid or payable to Seller as a result of such fire or other casualty, with the same being paid or assigned to Purchaser may either at or prior Closing and (y) a credit against the Purchase Price of the deductible for any applicable insurance policies under which proceeds are to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded paid to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, Purchaser or (b) consummate terminate this Agreement and receive a return of the Closing, Deposit in which latter event case the parties shall have no further obligations hereunder except for the Surviving Obligations. If the damage to the Property by fire or other casualty prior to the Closing Date (a) would cost less than or equal to $2,000,000.00 to repair, (b) does not materially and adversely affect access to the Property, and (c) does not entitle any Required Tenant to terminate its Lease as a result thereof, Purchaser shall not have the right to terminate its obligations under this Agreement by reason thereof, and Seller shall have the right to elect to either (A) repair and restore the Property if such repair or restoration may be completed prior to the Closing Date or (B) to assign and transfer to Purchaser on the Closing Date all of Seller’s 's right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating paid or payable to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing Seller on account of such fire or casualty in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, which case Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of the deductible for any uninsured or underinsured lossapplicable insurance policies under which proceeds are to be paid to Purchaser and Seller shall deliver any rental insurance proceeds received by Seller for the period following Closing to Purchaser, and there shall be no other reduction assist Purchaser in making any claims with respect to same. The provisions of this Section 7.1 shall survive the Purchase Pricetermination of this Agreement.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fireIf, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from Date, a Significant Portion of the Property is destroyed by fire or other casualty, or if less than a Significant Portion of the Property is so destroyed and the applicable insurance carrier denies coverage under the policy for the full cost of reconstruction, Seller shall notify Purchaser may either at or prior of such fact and Purchaser shall have the option to Closing (a) terminate this AgreementAgreement upon ten (10) days notice to Seller given not later than thirty (30) days after receipt of Seller’s notice. If this Agreement is terminated as aforesaid, in which event Escrow Agent shall promptly return the Xxxxxxx Money Deposit and the Interest to Purchaser and this Agreement shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerterminate, and neither party shall have any further rights or obligation under this Agreement except for those obligations hereunder, other than the Surviving Obligationswhich are expressly stated in this Agreement to survive. If Purchaser does not elect to terminate this Agreement as provided above, or (b) consummate if the Closingportion of the Property so damaged or destroyed is not a Significant Portion of the Property, Purchaser shall accept the Property in which latter event its then “as is” condition with no abatement of the Purchase Price, and at the Closing Seller shall assign and turn over to Purchaser, and Purchaser shall be entitled to receive and keep, all of Seller’s right, title and interest in and to all casualty insurance proceeds payable in connection with such casualty (except that the proceeds of any business interruption or rental value insurance covering such damage, and including any and all rent loss insurance proceeds relating payable to the period from and after Seller shall be apportioned as of the Closing Date), shall be assigned and, to Purchaser at the Closing and extent the casualty was to a Significant Portion, Purchaser shall receive a credit against the Purchase Price at the Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of Seller’s pro rata share of any uninsured or underinsured lossloss deductible payable by Seller in connection with casualty coverage. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior This Article is an express agreement to the Closing, Purchaser will consummate the Closing and accept the assignment contrary of Section 5-1311 of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase PriceNew York General Obligation Law.

Casualty. Seller assumes all risks and liability for (a) If during the Interim Period there shall occur a fire or other casualty resulting in the damage to or injury occurring destruction of fifty percent (50%) or more of the floor space of Citigroup Center (a "MAJOR CASUALTY"), either party shall have the right, exercisable by giving written notice to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess within ten (10) days after receiving written notice of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from such fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and case neither party shall have any further rights or obligations hereunderhereunder except such obligations which expressly survive the termination of this Agreement. If either party elects to terminate this Agreement, other than all agreements with respect to the Surviving ObligationsUnit Two Assignment and Assumption Agreement shall automatically be terminated. If, or (b) consummate between the date hereof and the Closing, there shall occur a fire or other casualty affecting all or any part of the Unit or any other portion of Citigroup Center other than a Major Casualty, neither Seller nor Purchaser shall have the right to terminate this Agreement, and in such event, or in the event of a Major Casualty as to which latter event neither party shall have exercised the termination option contained in the first sentence of this SECTION 16(a), then (i) the parties shall proceed to the Closing without reduction of or offset against any amounts payable hereunder or any other claim against the other, (ii) at the Closing, Seller shall (y) pay over to Purchaser the proceeds of any insurance collected by Seller less the amount of all costs incurred by Seller in connection with the repair of such damage or destruction, all of Seller’s which costs incurred by Seller shall be a Purchaser Consent Action and (z) assign and transfer to Purchaser, subject to the terms of the Condominium Declaration, all right, title and interest of Seller in and to the proceeds of any insurance covering such damage, and including any and all rent loss uncollected insurance proceeds relating that Seller may be entitled to the period receive from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured such damage or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policydestruction, and (iiiii) the amount parties hereto shall cooperate in all reasonable respects in order to effectuate such intent. The provisions of any uninsured or underinsured loss, and there this SECTION 16 shall be no other reduction in survive the Purchase PriceClosing for a period without expiration.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to If any portion of the Property by fire, storm, accident, is damaged or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) destroyed prior to the Closing from fire Date and (i) such damage or other destruction is fully covered by Seller’s insurance (except for the deductible amounts thereunder), (ii) the repair would cost less than $1,500,000, (iii) the repair or restoration can be fully completed and the damaged portion of the Property ready for re-occupancy within six (6) months following the date of the casualty, Purchaser may either at as determined in the good faith business judgment of an independent third-party general contractor or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required construction manager mutually selected by Buyer and notwithstanding any contrary instructions which might be provided by Seller, (iv) the insurer agrees to timely pay for the entire cost of such repair, and neither party (v) would not result in the termination of Lease (in addition to the partial termination contemplated in the Lease Amendment), then this Agreement shall have any further rights or obligations hereunderremain in full force and effect and, other than subject to the Surviving Obligationssatisfaction of the closing conditions set forth in Sections 11 and 12, or (b) consummate Buyer shall acquire the ClosingProperty upon the terms and conditions set forth herein. In such event, in which latter event Buyer shall receive a credit against the Purchase Price equal to the deductible amount under Seller’s insurance, and Seller shall assign to Buyer all of Seller’s right, title and interest in and to the all proceeds of insurance on account of such damage or destruction (including rental loss insurance). Otherwise, if any insurance covering such damage, and including any and all rent loss insurance proceeds relating portion of the Property is damaged or destroyed prior to the period from Closing Date Buyer shall have the right upon written notice to Seller within ten days after notice of such damage or destruction to (a) terminate this Agreement and after receive a refund of its Deposit, together with all interest thereon, or (b) proceed with the Closing Date, shall be assigned to Purchaser at purchase of the Closing Property under this Agreement and Purchaser shall receive an assignment of all of Seller’s insurance policies and proceeds and a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) for the amount of any uninsured deductible plus any insurance proceeds previously paid to Seller for such damage or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior destruction to the Closing, Purchaser will consummate extent not applied toward the repair of the damage. The failure of Buyer to provide such written notice shall be deemed an election to terminate. Buyer shall have the right to extend the Closing and accept Date for ten business days to evaluate the assignment scope of the proceeds of any damage and available insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) under Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five One Hundred Fifty Thousand and no/100 Dollars ($75,000.00150,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds (net of expenses incurred by Seller to protect and restore the Property following the damage) relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured losspolicy. If the Property suffers any damage less than Seventy Five One Hundred Fifty Thousand and no/100 Dollars ($75,000.00150,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.

Casualty. Seller shall promptly upon learning thereof give Purchaser written notice of any damage to the Property occurring prior to the Closing. Except as otherwise provided in this Agreement, Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property Property, or any part thereof, suffers any damage equal to or in excess of Seventy Five Two Million Two Hundred Thousand and no/100 Dollars ($75,000.002,200,000) prior to the Closing from fire or other casualtycasualty which Seller, at its sole option, does not elect to repair, Purchaser may either at or prior to Closing by delivering written notice to Seller and Escrow Holder within ten (10) business days after Purchaser has received written notice from Seller (a) terminate this Agreement, in which event Agreement and the Xxxxxxx Money provisions of Section 2.4 shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligationsapply, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, damage (less an amount equal to any expenses and costs incurred by Seller to collect or adjust such insurance or to repair or restore the Property and any portion of such proceeds paid or to be paid on account of the loss of Rents or other income from the Property for the period prior to and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, all of which shall be payable to Seller), to the extent the amount of such insurance does not exceed the Purchase Price, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against for the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property Property, or any part thereof, suffers any damage equal to or less than Seventy Five Two Million Two Hundred Thousand and no/100 Dollars ($75,000.002,200,000) prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, damage plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, loss and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from Closing, (a) all or a substantial part of the Project is damaged or destroyed by fire or other casualtycasualty whatsoever, and (b) the cost of repair for which is reasonably estimated by a qualified independent third party retained by Seller to be less than $500,000, Purchaser may either at shall accept the Project in its then condition and proceed with the Closing without any abatement or prior to Closing (a) terminate this Agreementreduction in the Purchase Price, in which event the Xxxxxxx Money Purchaser shall be refunded entitled to Purchaser, without the consent or joinder (i) an assignment of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to any claims Seller may have under the proceeds of insurance policies covering the Project and any insurance covering proceeds payable by reason of such damagecasualty, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of Seller’s insurance deductible(s). If Purchaser is required to proceed under clause (b) above, Seller shall not compromise, settle or adjust any uninsured claims to such proceeds without Purchaser’s prior written consent. If the cost of repair is reasonably estimated to exceed $500,000, the Purchaser may terminate this Contract by delivering written notice of such termination to Seller and the Escrow Agent within ten (10) days after Purchaser receives notice of that the estimated cost of repair will exceed $500,000. If a portion of the Project is damaged by fire or underinsured lossother cause whatsoever, and there Purchaser either has no right to terminate this Contract pursuant to Section 7.1, or Purchaser has elected, or is deemed to have elected, not to exercise such termination right, then this Contract shall be no continue in full force and effect, and Purchaser shall accept the Property in its then condition and proceed with the Closing, subject to the other provisions of this Contract, without any abatement or reduction in the Purchase Price. In such event, Purchaser shall be entitled to (x) an assignment of all of Seller’s right, title and interest in and to any claims Seller may have under the insurance policies covering the Project and any insurance proceeds payable by reason of such casualty, and (y) a credit against the Purchase Price in the amount of Seller’s insurance deductible(s), and Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Two Hundred Fifty Thousand and no/100 Dollars ($75,000.00250,000.00) prior to the Closing from fire or other casualty, Purchaser may on or before 30 days after Purchaser’s receipt of notice thereof either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights right or obligations obligation hereunder, other than the Surviving ObligationsObligations (provided, however, that Purchaser shall not be entitled to terminate this Agreement or obtain a refund of the Xxxxxxx Money if, within 15 days of the date the Property is damaged, Seller shall be able to demonstrate reasonably to Purchaser that Seller can repair such damage and proceed with construction of the Improvements so that Completion of the Work occurs prior to the Outside Completion Date, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price. If the Property suffers any damage less than Seventy Five Two Hundred Fifty Thousand and no/100 Dollars ($75,000.00250,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.

Casualty. Except as provided in Sections 5 of this Agreement, Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property Property, or any part thereof, suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) the Casualty Amount, or any damage not compensible under Seller's insurance coverages, prior to the Closing from fire or other casualty, which Seller, at its sole option, does not elect to repair, Purchaser may either at or prior to Closing (a) terminate this Agreement, Agreement in which event the Xxxxxxx Money Termination Option Payment (or so much thereof as has been paid by Purchaser) shall be refunded returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s 's right, title and interest in and to the proceeds of any insurance covering such damage, damage (less an amount equal to any expenses and costs incurred by Seller to repair or restore the Property and any portion of such proceeds 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 any and all rent loss insurance proceeds relating to the period from and after the Closing Date, all of which shall be payable to Seller), to the extent the amount of such insurance does not exceed the Purchase Price, shall be assigned to Purchaser at the Closing Closing, and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) for the amount of any uninsured or underinsured lossthe deductible applicable to Seller's insurance claim. If the Property Property, or any part thereof, suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) the Casualty Amount prior to the ClosingClosing which is compensible under Seller's insurance coverages, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, damage plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s 's deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, policy and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights right or obligations obligation hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property Property, or any part thereof, suffers any damage equal to or in excess of Seventy Five Two Hundred Thousand and no/100 No/100 Dollars ($75,000.00200,000.00) after the date of this Agreement and prior to the Closing from fire or other casualty, which Seller, at its sole option, does not repair, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event Agreement and receive a refund of the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, Deposit and neither party shall will have any further rights right or obligations hereunder, other than obligation hereunder except for the Surviving Survival Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, right title and interest in and to the proceeds of any insurance covering such damage, damage (less an amount equal to any expenses and costs incurred by Seller to repair or restore the Property or to be paid on account of the loss of rents or other income from the Property for the period prior to and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, all of which shall be payable to Seller), to the extent the amount of such insurance does not exceed the Purchase Price, plus Seller’s deductible under its insurance policy, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured lossClosing. If the Property Property, or any part thereof, suffers any damage less than Seventy Five Two Hundred Thousand and no/100 No/100 Dollars ($75,000.00200,000.00) after the date of this Agreement and prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price. Seller shall maintain casualty insurance for the Property through the Closing Date and, if Purchaser is entitled to insurance proceeds pursuant to this Section 7.2, Seller shall cooperate with Purchaser in good faith in connection with the prosecution of any such insurance claim.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five One Hundred Fifty Thousand and no/100 Dollars ($75,000.00150,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five One Hundred Fifty Thousand and no/100 Dollars ($75,000.00150,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire Date one or more of the Centers is destroyed or damaged by fire, theft, vandalism or other casualtycause or casualty and, Purchaser may either at or as a result thereof, any material part of that Center is rendered prior to the Closing (a) Date unsuitable for its primary intended use, Buyer may terminate this AgreementAgreement in its entirety without penalty. Otherwise, Buyer may elect at its option to (i) reduce the Purchase Price by the fair market value of the assets destroyed or damaged (determined as of the date immediately prior to the destruction or damage) or, if greater, by the estimated cost to restore, repair or replace such assets, in which event the Xxxxxxx Money Seller shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event retain all of Seller’s right, title and interest in and to any insurance proceeds payable on account of such destruction or damage, or (ii) consummate the transaction notwithstanding such destruction or damage, in which event Seller shall transfer and assign to Buyer at Closing the insurance proceeds (or the right to receive the insurance proceeds) of any applicable insurance covering such damagepolicy plus Seller shall pay to Buyer any deductibles or copayments required under the applicable insurance policy. In the absence of an agreement among the Parties, any reduction in Purchase Price pursuant to this Section shall be determined by an MAI appraiser mutually selected and paid equally by Seller, on the one hand, and including any and all rent loss insurance proceeds relating Buyer, on the other hand. Notwithstanding the foregoing, to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against extent that the Purchase Price at Closing is reduced as a result of any cause or casualty described in an this Section or Seller is obligated to pay to Buyer any deductible or copayment required under the applicable insurance policies, the amount equal to the sum of such Purchase Price reduction or deductible or copayment payment shall be determined by multiplying (i) Seller’s deductible under its insurance policy and the total amount otherwise owed by Seller pursuant to the first sentence of this Section times (ii) the amount percentage interest of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction Seller in the Purchase PricePartnership in respect of which the fire, theft, vandalism or other cause or casualty loss occurred.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property Property, or any part thereof, suffers any damage equal to or in excess of Seventy Five Thousand One Million and no/100 Dollars ($75,000.001,000,000) prior to the Closing from fire or other casualty, Purchaser Seller shall promptly provide Buyer with written notice thereof and Buyer may either at or prior to Closing (a) terminate this AgreementAgreement by notice to Seller and Escrow Agent, in which event the Xxxxxxx Money (including the Good Faith Payment) shall be promptly refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by SellerBuyer, and neither party shall have any further rights right or obligations obligation hereunder, other than any obligations expressly surviving the Surviving Obligationstermination hereof, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser Buyer at the Closing and Purchaser Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property Property, or any part thereof, suffers any damage equal to less than Seventy Five Thousand One Million and no/100 Dollars ($75,000.001,000,000) prior to the Closing, Purchaser Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property Property, or any part thereof, suffers any damage equal to or in excess of Seventy Five Thousand One Million and no/100 No/100 Dollars ($75,000.001,000,000.00) prior to the Closing from fire or other any casualty, Purchaser may shall elect, in a writing delivered to Seller within ten (10) days following the date Seller notifies Purchaser in writing of such casualty damage (if necessary to provide Purchaser the full ten (10) days in which make such election, the Closing shall be extended)) either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might may be provided given by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damagedamage (less and except the proceeds thereof that have been applied by Seller to restoration), and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy policy, and (ii) there shall be no other reduction in the amount of any uninsured or underinsured lossPurchase Price. If the Property Property, or any part thereof, suffers any damage less than Seventy Five Thousand One Million and no/100 No/100 Dollars ($75,000.001,000,000.00) prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damagedamage (less and except the proceeds thereof that have been applied by Seller to restoration), including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Date (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, policy and there shall be no other reduction in the Purchase PricePrice and any uninsured loss). Seller shall execute such additional reasonable documentation and otherwise cooperate with Purchaser’s requests to effect an assignment of all insurance claims (including claim settlement rights) and delivery of insurance proceeds, which obligation shall survive Closing.

Casualty. Seller assumes all risks Risk of loss up to and liability for including the Closing Date shall be borne by Seller. In the event of any immaterial damage to or injury occurring destruction to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal portion thereof, Seller and Purchaser shall proceed to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate close under this Agreement, in which event and Purchaser will receive (and Seller will assign to Purchaser at the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Closing Seller’s right, title and interest in and rights under insurance policies to the proceeds of receive) any insurance covering such damage, and proceeds (including any and all rent loss insurance proceeds relating applicable to the any period from on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an for any deductible, uninsured or coinsured amount equal to under said insurance policies. For purposes of this Agreement, the sum term “immaterial damage or destruction” shall mean such instances of damage or destruction: (i) Seller’s deductible under its insurance policy which can be repaired or restored at a cost of One Hundred Thousand and No/100 Dollars ($100,000.00) or less; (ii) which can be restored and repaired within sixty (60) days from the amount date of any uninsured such damage or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand destruction; and no/100 Dollars ($75,000.00iii) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all in which Seller’s rights under its rent loss insurance policy covering the Property are sufficient to replace lost rent for a period of eighteen (18) months and are assignable to Purchaser and will continue pending restoration and repair of the damage or destruction. In the event of any material damage or destruction to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within the earlier of twenty (20) days after Purchaser is notified by Seller of such damage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or destruction (and if necessary the Closing Date shall be extended to 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 insurance proceeds relating (including any rent loss insurance applicable to the period from and on or after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, plus and Purchaser shall receive a credit against at Closing for any deductible amount under said insurance policies. If Purchaser fails to deliver to Seller notice of its election within the Purchase Price period set forth above, Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and clause (ii) of the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.preceding sentence. If Purchaser elects clause (ii) above,

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Two Hundred Thousand and no/100 Dollars ($75,000.00200,000.00) prior to the Closing from fire or other casualty, Purchaser may either at may, within thirty (30) days of receipt of notice from Seller of such damage or prior injury (which notice Seller agrees to Closing promptly provide), (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights right or obligations obligation hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) there shall be no other reduction in the amount of any uninsured or underinsured lossPurchase Price. If the Property suffers any damage less than Seventy Five Two Hundred Thousand and no/100 Dollars ($75,000.00200,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fireIf, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from Date, all or any part of the Property is damaged by fire or other casualty, Purchaser may either at whether or prior to Closing (a) terminate this Agreementnot such damage affects a material part of the Property, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligationsright to terminate this Agreement unless the Majority Seller's insurance adjuster determines that the damage is in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00), or one of the tenants in the Property has the right to terminate or amend (bin a manner which would have a material adverse effect on the lessor under the Lease) consummate its lease as a result of the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including the parties shall nonetheless consummate this transaction in accordance with this Agreement, without any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against abatement of the Purchase Price or any liability or obligation on the part of the Sellers by reason of -24- C/M: 11145.0007 465517.8 said destruction or damage. In such event, the Majority Seller on behalf of the Sellers shall cause the Partnership or the REIT to assign over to Buyer at Closing in an amount equal the claim for any casualty insurance proceeds on account of said physical damage or destruction. Buyer shall have received copies of the insurance coverage and approved same and the Majority Seller covenants and agrees to cause the Partnership or the REIT to maintain such insurance through the Closing. In the event the insurance claim is approved and the Majority Seller is obligated pursuant to the sum terms of (i) Seller’s this Section 5.7 to make insurance monies available to Buyer, the Majority Seller shall pay to Buyer any deductible amount under its the insurance policy and (ii) the amount of any uninsured or underinsured loss. If covering the Property suffers together with any such insurance monies. Notwithstanding anything contained herein to the contrary, in the event that the Majority Seller's insurance adjuster determines that the damage less than Seventy Five is in excess of One Hundred Thousand and no/100 00/100 Dollars ($75,000.00100,000.00), or any of the tenants in the Property has the right to terminate or amend (in a manner which would have a material adverse effect on the lessor under the lease) its Lease as a result of the damage, in lieu of the foregoing, each of Buyer and the Majority Seller (on behalf of the Sellers) shall have the right to terminate this Agreement prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating upon written notice to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Priceother.