Common use of Casualty Clause in Contracts

Casualty. Seller assumes all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualty.

Casualty. Seller assumes all The risk and liability, of loss or damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident fire or any other casualty or cause until the Closing has been consummatedshall be the responsibility of the Seller. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire thereof is damaged or other destroyed as a result of such casualty, Seller shall promptly immediately notify Purchaser Purchaser. In the event of such damage. If such loss or damage to the Property or any portion thereof which is not material “major” (as hereinafter defined), this Agreement shall remain in full force and will effect provided Seller performs (or causes) any necessary repairs or, at Seller’s option, (i) Seller assigns to Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty and income or rental interruption insurance policies or condemnation awards relating to the Property and (ii) to the extent not take more than two yet paid, Purchaser shall receive a credit against the Purchase Price of an amount equal to the deductible on Seller’s applicable casualty insurance policies. In the event that Seller elects to perform (2or cause) months repairs upon the Property, Seller shall use reasonable efforts to repair from complete (or cause completion of) such repairs promptly and the date of Closing shall be extended a reasonable time (not to exceed thirty (30) days) in order to allow for the casualtycompletion of such repairs. In the event of a “major” loss or damage, Purchaser may terminate this Agreement within thirty (30) days after receipt of notice thereof. If Purchaser does not so elect to terminate, then Purchaser shall be deemed to have elected to proceed under this Agreement. If the Purchaser elects to proceed with Closing notwithstanding major loss or damage, then Seller shall repair such damage(i) assign to Purchaser all of Seller’s right, in which event the time for Closing shall be extended by the length of time reasonably necessary for title and interest to any claims and proceeds Seller to complete such repairs. If such damage is material, then Purchaser shall may have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect any casualty insurance policies relating to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, premises in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or question and (ii) without Seller repairing such damageto the extent not yet paid, consummate the Closing, in which latter event the proceeds of all insurance covering such damage Purchaser shall be assigned by Seller to Purchaser at Closing and receive a credit against the Purchase Price shall be reduced by of an amount equal to the amount of any deductible and co-insurance and any amounts retained by on Seller’s lenderapplicable casualty insurance policies. For purposes hereofof this Section 12(a), “materialmajor” shall be deemed loss or damage refers to mean any loss or damage to more than three percent (3%) any individual Property or any portion thereof such that the cost of repairing or restoring the Property to a condition substantially identical to that of the square footage Property prior to the event of damage would be, in the Premises, any damage which will cost more than three percent (3%) opinion of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. an architect selected by Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested approved by Purchaser, submitted equal to or received by Seller in connection greater than Three Hundred Fifty Thousand Dollars ($350,000.00). Upon Closing, full risk of loss with any casualtyrespect to the Property shall pass to Purchaser.

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

Casualty. Seller assumes all risk and liability, damage to or injury occurring In the event that prior to the Premises and/or Personal Closing Date the improvements on the Property are damaged by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: either (a) to terminate this Agreement whereupon by notice given to Seller within 15 days after Purchaser receives the ▇▇notice of the casualty (but only if the right to terminate exists hereunder); or (b) to close this sale by paying Seller the entire Purchase Price for the Property and (i) to the extent the damage has not been repaired prior to the Closing, receiving all of Seller’s rights with respect to recovery for such unrepaired damage caused by the fire or casualty under Seller’s existing insurance policies, without compromise; or (ii) if Seller and Purchaser agree at or prior to the Closing, receiving a credit on the Purchase Price of the amount they estimate will be required to repair the damage (which shall be a final settlement). In the event Purchaser elects to terminate this Agreement as provided, the Deposit shall be returned to Purchaser by the Title Company and neither party shall have any further liability or obligation to the other except as expressly provided in this Agreement. The right of termination due to any such fire or other casualty shall only exist if the damage caused by the casualty is material and has not been completely repaired prior to the Closing. A material casualty is one that results in damage to the improvements on the Property in excess of $250,000.00, or that materially and adversely affects access, parking, floor area ratios, or zoning setbacks or other requirements on the Property, or that allows one or more of the Major Tenants to ▇▇▇▇▇ Money rent or terminate its Lease. If the casualty is not material and has not been completely repaired prior to the Closing, then at the Closing Purchaser shall be returned receive a credit on the Purchase Price equal to Purchaserthe amount of the deductible applicable to that casualty under Seller’s existing insurance policies and, other man $100.00 thereofto the extent the damage has not been repaired prior to the Closing, which Purchaser shall be retained by Seller as independent consideration for its execution receive all of this Agreement, in which event the parties shall have no further Seller’s rights and liabilities hereunder except with respect to those matters specifically surviving termination recovery for such unrepaired damage under Seller’s existing insurance policies, or Closing; or (b) elect to proceed to Closing whereupon if Seller and Purchaser so agree under this Section 5.1(b)(ii), then Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and receive a credit on the Purchase Price shall be reduced equal to the amount Seller and Purchaser agree it will cost to repair the damage. If the casualty is not covered by Seller’s existing insurance policies, and if Purchaser and Seller are unable to agree on the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereofthe credit due to Purchaser as the cost to repair the damage, “material” then Purchaser shall be deemed entitled to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repairterminate this Agreement as set forth above in this Section. Seller agrees shall be responsible for the payment of any such repairs made prior to provide the Closing and shall be entitled to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted the insurance proceeds applicable to or received by Seller in connection with any casualtythose repairs.

Casualty. Except as provided in Article 4, Seller assumes all risk risks and liability, liability for damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident accident, or any other casualty or cause until Closing. If, between the Effective Date and the Closing has been consummated. If Date, the Premises and/or Personal Property or any part thereofsuffers Material Damage, suffers any damages prior to Closing from fire or other casualty, then Seller shall promptly notify Purchaser Buyer. Buyer may elect, by written notice delivered to Seller within fifteen (15) days after receipt of such damage. If such damage is not material and will not take more than two (2) months notice, either to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, upon which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties neither party shall have no any further rights and liabilities hereunder obligation to the other except with respect to those matters specifically surviving termination or Closing; as may be expressly provided herein, or (b) elect to proceed continue to Closing whereupon Purchaser and award any insurance proceeds resulting from the Material Damage to Buyer (but only to the extent that the proceeds do not exceed the Purchase Price and provided that Seller shall have be entitled to retain any business interruption insurance proceeds that are applicable to the option period prior to the Closing Date). The Closing Date may be extended as necessary to permit Buyer and Seller the full fifteen (15) days. “Material Damage” means damage costing in Seller’s Judgment [$_____________] or more to repair. If Buyer does not terminate this Agreement in the case of Material Damage, Seller shall assign to Buyer at the Closing its right to recover under any insurance policies covering such damage (but only to the extent that the proceeds do not exceed the Purchase Price and provided that Seller shall be entitled to retain any business interruption insurance proceeds that are applicable to the period prior to the Closing Date) and shall pay Buyer at the Closing the amount of the deductible or other self-insured retention, if any. If between the Effective Date and the Closing Date, the Property suffers damage which is not Material Damage, Seller shall, at Seller’s option, either (i) require Seller to repair such damagedamage at its expense, in which event to the time for reasonable approval of Buyer prior to the Closing (and if such repair cannot reasonably be completed prior to the Closing, Seller shall be extended by have the length of time reasonably necessary for Seller right to complete extend the Closing Date until such repairs; repairs are completed), or (ii) convey the Property to Buyer without Seller repairing making such damage, consummate repairs and assign to Buyer all insurance proceeds payable on account of such damage (but only to the Closing, in which latter event extent that the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and do not exceed the Purchase Price and provided that Seller shall be reduced by entitled to retain any business interruption insurance proceeds that are applicable to the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed period prior to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyClosing Date).

Casualty. Seller assumes all risk and liability, damage to or injury occurring If prior to the Premises and/or Personal Property date of the Closing the Premises, or any portion thereof, shall be damaged or destroyed by reason of fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller immediately give notice thereof to complete such repairsBuyer. If such damage is materialcasualty will upon execution of the Lease, then Purchaser shall have give Tenant the option to: (a) to terminate the Lease and if Tenant exercises such option or refuses to modify the form of the Lease to specifically acknowledge and accept such casualty, this Agreement shall be null and void, whereupon the ▇full amount of the Earnest Money Deposit shall be paid by ▇▇▇▇▇▇ Money Agent to Buyer, and all parties shall thereupon be returned relieved of all further liability hereunder. If such casualty does not give Tenant the option to Purchaserterminate the Lease, other man $100.00 thereofor if it gives Tenant the option to terminate the Lease and Tenant waives such option in writing, which shall be retained by and if Seller as independent consideration or Seller's lender, if any, agrees to make the proceeds of insurance available for its execution reconstruction of this Agreementthe Improvements, in which event then the parties shall have no further proceed with the Closing in accordance with, and subject to the terms hereof. In such event, all such proceeds of any insurance will be applied toward reconstruction subject to the rights of Tenant in such proceeds under the Lease and liabilities hereunder except the rights of Seller's lender, if any, to receive and disburse the proceeds of any insurance. In the event Buyer, at its option, elects to close this transaction prior to the completion of restoration, then the proceeds of any insurance will be assigned to Buyer and Seller will credit Buyer at Closing with respect an amount equal to those matters specifically surviving termination or Closing; or (b) elect the deductible under the applicable insurance policy and any amounts reasonably determined by Buyer to proceed to Closing whereupon Purchaser shall have constitute the option to either difference between (i) require Seller to repair such damage, in which event the time for Closing shall be extended by amount of the length of time reasonably necessary for Seller to complete such repairs; or insurance proceeds (and deductible) and (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds cost of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyreconstruction.

Casualty. Seller assumes all risk and liability, If any act or occurrence of any kind or nature (including any casualty for which insurance was not obtained or obtainable) shall result in material damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from the date destruction of the casualtyProject (such event being called a “Casualty Loss”), then Seller Borrower shall repair give prompt written notice thereof to Lender. All insurance proceeds paid or payable in connection with such damage, in which event the time for Closing Casualty Loss shall be extended by the length of time reasonably necessary for Seller paid to complete such repairsLender. If such damage is material, then Purchaser Lender shall have the option to: right either to (a) terminate place all insurance proceeds received in connection with such Casualty Loss in the Loss Proceeds Account for the benefit of Lender and Borrower to be used to restore, repair or replace and rebuild the Project as nearly as possible to its value, condition and character immediately prior to such Casualty Loss, or (b) apply all insurance proceeds in connection with such Casualty Loss to the payment of the Obligations in such order as Lender may elect; provided, however, that if (i) no Potential Default or Event of Default shall have occurred and be continuing, (ii) Borrower provides evidence satisfactory to Lender of Borrower’s ability to pay all amounts becoming due under this Loan Agreement whereupon during the pendency of any restoration or repairs to or replacement of the Project, and (iii) Lender determines, in its reasonable discretion, that either (x) the cost of restoring the Project, as reasonably estimated by ▇▇▇▇▇▇, will not exceed $50,000.00 or (y) if the cost of restoring the Project, as reasonably estimated by ▇▇▇▇▇▇ Money exceeds $50,000.00, that the proceeds are sufficient to restore, repair, replace and rebuild the Project as nearly as possible to its value, condition and character immediately prior to such Casualty Loss, or, if the insurance proceeds are insufficient for such purpose, if Borrower provides additional sums to Lender’s satisfaction so that the aggregate of such sums and the insurance proceeds will be sufficient for such purpose, the insurance proceeds, together with additional sums provided by Borrower, shall be returned placed in the Loss Proceeds Account for the benefit of Lender and Borrower to Purchaserbe used to restore, other man $100.00 thereofrepair, which replace and rebuild the Project as nearly as possible to its value, condition and character immediately prior to such Casualty Loss, and any withdrawals from such Loss Proceeds Account shall be retained subject to the satisfaction of all conditions imposed by Seller as independent consideration for its execution ▇▇▇▇▇▇ using Lender’s standard construction loan advance procedures. Borrower hereby covenants to diligently prosecute any restoration, repairs or replacement of the Project undertaken by or on behalf of Grantor pursuant to this Section 4.23, and agrees that all such work shall be conducted pursuant to written contracts, subject to ▇▇▇▇▇▇’s prior written approval of such contracts, and free and clear of all mechanic’s or materialmen’s or other liens or lien claims arising from such work. In the event any insurance proceeds remain following the restoration, repair or replacement of the Project, such proceeds shall be applied against the Obligations in accordance with the terms of this Loan Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualty.

Casualty. Seller assumes all The risk and liability, of loss or damage to or injury occurring destruction to the Premises and/or Personal Property by fire, storm, accident fire or any other casualty or cause is assumed by Seller until the Closing has been consummatedClosing, but, except as specifically set forth in this Paragraph, Seller shall not be obligated to repair or replace any such loss or damage. If In the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from event of fire or other casualty, Seller shall promptly have thirty (30) days to notify Purchaser whether it intends to rebuild the Premises prior to the Closing Date, but if Seller shall fail to notify Purchaser of its election within such damagethirty (30) day period Seller shall be deemed to have elected not to rebuild. If such damage Seller elects (or is deemed to have elected) not material and will not take more than two (2) months to repair from or replace any such loss or damage to the date of the casualty, Premises then both Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then and Purchaser shall have the option to: of declaring this Contract of Sale terminated within thirty (a30) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned days of Seller's election not to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreementrebuild, in which event Seller or Purchaser (as the parties case may be) shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the other; provided that if neither party shall have elected to terminate this Contract as aforesaid then Purchaser shall close title in accordance with this Contract and pay in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, except for a credit to the Purchase Price for the amount of any deductible under Seller’s policies, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies, if any, together with any payments under such policies made to Seller prior to the Closing not expended to repair or replace such loss, damage or destruction. If Seller elects to repair or replace any such loss or damage, Seller shall be entitled to reasonable adjournments of the Closing Date in which to perform the work, not exceeding one hundred twenty (120) days in the aggregate, and in no further rights event beyond the expiration of Purchaser’s mortgage commitment or rate lock. If Seller elects to repair or replace any such loss or damage to the Premises and liabilities hereunder except with respect if such loss or damage is not repaired (substantial completion thereof) prior to those matters specifically surviving termination or Closing; or (b) elect the Closing Date, as adjourned by Seller pursuant to proceed to Closing whereupon this Paragraph, Purchaser shall have the option (to either be exercised within ten (i10) require Seller days of Seller's notice thereof to repair such damagePurchaser) of: (a) declaring this Contract of Sale terminated, in which event Seller or Purchaser shall instruct Escrow Agent to refund to Purchaser, with the time for Closing interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall be extended by terminate and neither Seller nor Purchaser shall have any further claim against the length of time reasonably necessary for Seller to complete such repairs; other or (iib) closing title in accordance with this Contract of Sale and paying in full the Purchase Price, without Seller repairing such damageany abatement thereof, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller except for a credit to Purchaser at Closing and the Purchase Price shall be reduced by for the amount of any deductible and co-insurance and any amounts retained by under Seller’s lender. For purposes hereofpolicies, “material” or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies for work not yet completed, together with any payments under such policies made to Seller prior to the Closing not expended to repair or replace such loss, damage or destruction; provided that if Purchaser shall have failed to timely make an election it shall be deemed to mean have chosen (b) above. Seller shall not settle or compromise any damage to more than three percent (3%) insurance claim without the prior written consent of Purchaser which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if the cost of the square footage of the Premisesrepairs and replacements is less than $25,000, any damage which will cost more than three percent (3%) of the Purchase Price as determined by an independent third party professional chosen by Seller and reasonably acceptable to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted Purchaser shall close title with a credit against the purchase price in such amount which shall not exceed $25,000 and Seller shall retain the rights to or received by Seller the insurance proceeds, if any, in connection respect of such casualty. This Paragraph shall govern to the extent inconsistent with any casualtyapplicable law.

Casualty. Seller assumes all risk and liability, damage to If any of the Purchased Assets is damaged or injury occurring destroyed prior to the Premises and/or Personal Property by fireClosing, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller Sellers shall promptly notify Purchaser Buyers in writing of such damagefact promptly after obtaining knowledge thereof. If such If, in the reasonable opinion of an architect, general contractor, and/or engineer, to be mutually agreed upon by Buyers and Sellers, as required to assess the damage is not material and will not take or destruction to any of the Purchased Assets (collectively, the “Independent Professionals”), the damage or destruction to the Purchased Assets renders the affected Facility substantially unusable (defined as more than fifty percent (50%) of such Facility’s licensed beds being inoperable) for a period in excess of one hundred twenty (120) days following Closing (a “Casualty”), then Buyers may choose one of the two options below with regard to the affected Facility: (2a) months in the event of a Casualty, the Independent Professional will provide a report providing the estimated time required to repair repair, replace or restore such affected Facility from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairsopinion forward. If such damage is materialsaid period will exceed one-hundred twenty (120) days following Closing, then Purchaser Buyers shall have the option to: (a) right to terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closingsuch affected Facility. Buyers shall have fifteen (15) days after the Independent Professionals have delivered their report to Sellers and Buyers to make such election by delivering to Sellers a written election notice (the “Election Notice”). The failure by Buyers to deliver the Election Notice within such fifteen (15)-day period shall be deemed an election not to terminate this Agreement with respect to such affected Facility; or or (b) elect in the event of a Casualty, Buyers waive their right to terminate this Agreement with respect to an affected Facility in accordance with the terms set forth this Section and proceed to Closing whereupon Purchaser shall have with the option to Closing, Buyers may, at their option, either (i) require Seller Sellers to repair such damagetransfer the portion of applicable insurance proceeds for the physical structure, in which event equipment, the time for Purchased Assets and business interruption insurance (but, as to business interruption insurance proceeds, only those applicable to periods after the Closing shall be extended by the length of time reasonably necessary for Seller Date, if any) to complete such repairs; Buyers at Closing, or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and reduce the Purchase Price shall be reduced by the amount as determined in a report provided by the Independent Professional(s) as being the reasonable cost to repair, replace or restore the physical structure, equipment and Purchased Assets of any deductible such affected Facility to its condition immediately prior to such Casualty. In the case of damage or destruction that is not a Casualty, and co-therefore does not give rise to Buyers’ right to terminate this Agreement with respect to an affected Facility, Buyers may, at their option, either (i) require Sellers to transfer the portion of applicable insurance proceeds for the physical structure, equipment, the Purchased Assets and any amounts retained by Seller’s lender. For purposes hereofbusiness interruption insurance (but, “material” shall be deemed as to mean any damage business interruption insurance proceeds, only those applicable to more than three percent periods after the Closing Date, if any)) to Buyers at Closing, or (3%ii) of the square footage of the Premises, any damage which will cost more than three percent (3%) of reduce the Purchase Price by the amount as determined in a report provided by the Independent Professional(s) as being the reasonable cost to repair, replace and/or repair or any restore the physical structure, equipment and Purchased Assets of such affected Facility to its condition immediately prior to such damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtydestruction.

Casualty. Seller assumes all risk and liabilityExcept as hereafter provided, damage to if the Customer Area is wholly or injury occurring to the Premises and/or Personal Property partially destroyed or damaged by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller Lessor shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from restore the date of the casualtyCustomer Area with reasonable diligence; provided, then Seller shall repair such damagehowever, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties that Lessor shall have no further rights obligation to restore improvements not originally provided by Lessor or to replace any of Customer’s fixtures, furnishings, equipment, or personal property and liabilities hereunder except Customer shall be responsible for refixturing the Customer Area and reinstalling its equipment. Lessor need not commence repairs until a substantial portion of the insurance proceeds are available and shall not be required to expend more than the actual insurance proceeds received. Proceeds of insurance payable with respect to those matters specifically surviving termination a fire or Closing; other casualty shall be received and held by Lessor. In the event the Customer Area is destroyed or (b) elect damaged by any fire or casualty not covered by the insurance maintained by Lessor or to proceed to Closing whereupon Purchaser the extent of not less than 25% of the replacement cost thereof, or if the fire or casualty occurs within the last year of the Term, then Lessor or Customer shall have the option to either (i) require Seller terminate this Lease by giving notice to repair the other party within 60 days after the occurrence of such damagedamage or destruction, in which event case Lessor shall retain all insurance proceeds with respect to the time for Closing Customer Area as its own property. If neither Lessor nor Customer elects to terminate this Lease as provided above, this Lease shall continue in full force and effect, but any Lease Fees shall be extended equitably abated as determined in Lessor’s reasonable discretion until the restoration is substantially complete. The provisions of this Agreement shall govern when this Agreement is terminable as a result of a fire or casualty and no other rule or statute on the subject applies. Notwithstanding anything herein to the contrary, in the event a Mortgagee requires that any insurance proceeds be applied to such indebtedness, then Lessor shall have the right to terminate this Lease by delivering written notice to Customer within 15 days after such requirement is made by any such holder, whereupon the Agreement shall end on the date of such notice as if the date of such notice were the date originally fixed in this Agreement for the expiration of the Term. The provisions of this Section are Customer’s sole and exclusive rights and remedies in the event of a casualty. To the extent permitted by applicable laws, Customer hereby waives the provisions of Arizona Revised Statutes § 33-343 and any other applicable existing or future law governing the destruction or injury of a building by the length elements or a similar cause permitting an abatement of time reasonably necessary for Seller to complete such repairs; Lease Fees or (ii) without Seller repairing such damage, consummate termination of a lease agreement in the Closing, event of damage or destruction under any circumstances other than as provided in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair this Section or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller elsewhere in connection with any casualtythis Agreement.

Casualty. Seller assumes all risk and liability, damage If at any time prior to or injury occurring Closing there is a Material Issue that occurs with respect to the Premises and/or Personal Property by fire, storm, accident as a result of fire or any other casualty or cause until (“Casualty”), Seller shall give written notice (“Casualty Notice”) thereof to the Closing has been consummatedPurchaser. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser is the subject of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of the casualtya Casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (ai) terminate this Agreement whereupon upon written notice to Seller, if Seller is unwilling or unable to repair the ▇▇▇▇▇▇▇ Money damage to Purchaser’s reasonable satisfaction within a reasonable period of time or provide funds or a credit to the Purchase Price to provide funds for Purchaser to repair the damage, in which event the Deposit paid by the Purchaser, shall be returned to Purchaser, other man $100.00 thereofand, which thereafter, this Agreement shall be retained by Seller as independent consideration for its execution deemed to be null, void and of this Agreement, in which event the parties shall have no further rights force and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairseffect; or (ii) without Seller repairing such damage, consummate accept title to the Premises with no adjustment of the Purchase Price and upon the Closing, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller and/or the County in which latter event and to the proceeds of any insurance with respect to the Premises paid between the date of this Agreement and Closing and any deductible payable by Seller (less amounts incurred by Seller in performing necessary repairs to protect the Premises), and all insurance covering such damage unpaid claims and rights in connection with losses to the Premises shall be assigned by Seller to Purchaser at Closing without in any manner affecting the Purchase Price. Risk of loss shall pass to Purchaser at Closing. For the purposes of this section, “Material Issue” means either any single issue, circumstance or fact or series of issues, circumstances or facts, with respect to the Premises discovered and documented in a third-party report or otherwise that creates a potential liability or expense to Purchaser for repair or remedial costs or other expense, liability or obligation equal to or greater than Five Hundred Thousand Dollars ($500,000). In the event an immaterial part of the Premises is damaged or destroyed as a result of a Casualty and it is not a Material Issue, Seller shall promptly contract for and commence repairs and complete such repairs as soon as practicable and the parties shall proceed with Closing as set forth herein without repair of the casualty damage and Purchaser shall receive a credit against the Purchase Price shall be reduced by in the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereofthe damage estimate, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received determined by Seller in connection with any casualtyand Purchaser.

Casualty. Seller assumes all risk and liabilityIf he Project shall be damaged or destroyed, damage to in whole or injury occurring to the Premises and/or Personal Property in part, by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualtycasualty (a “Casualty”), Seller Borrower shall promptly notify Purchaser give prompt notice of such damage. If such damage is not material to Bank and will not take more than two (2) months to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser Bank shall have the right to join Borrower in adjusting any loss. In addition, after the entry of any decree of foreclosure of the Mortgage, any purchaser at foreclosure sale or the decree creditor, as the case may be, shall also have the right to join in the adjustment of any such losses. Any moneys received as payment for any loss under any such insurance (the “Insurance Proceeds”) shall be paid over to Bank to be applied, at Bank’s option to: subject to the terms hereof, either to (i) prepayment of the Note and other sums due under the Loan Documents or (ii) to the extent reasonably practicable, the reimbursement of Borrower from time to time of expenses incurred by Borrower in connection with the restoration of the Project (“Restoration Work”) and upon terms otherwise satisfactory to Bank. Bank shall have the right to participate in the adjustment of all claims for Insurance Proceeds. Borrower shall promptly commence and diligently prosecute the restoration of the Project, provided that Bank makes the Insurance Proceeds available to Borrower. Subject to Bank making sufficient insurance proceeds available to Borrower, Borrower shall pay all costs of such restoration whether or not such costs are covered by insurance. Provided and on condition that no Event of Default has occurred and is continuing, any prepayment of the Debt by application of Insurance Proceeds shall not be subject to any Prepayment Premium. Notwithstanding the foregoing, Bank will hold the Insurance Proceeds without interest and will release the insurance proceeds as restoration progresses in payment of restoration costs, subject to the following conditions: (a) terminate this Agreement whereupon There shall be no outstanding Event of Default; (b) At the time of the restoration (including a reasonable stabilization period), there will be Leases in place to generate sufficient income to cover all operating expenses of the Property and all debt service payments. (c) Bank shall approve the plans and specifications for the restoration, which approval shall not be unreasonably withheld, conditioned, or delayed; (d) The size, quality and use of the Improvements on the Land, or, alternatively, the Property Income derived therefrom, shall be substantially the same as or better than immediately prior to the casualty; (e) There shall be funds on deposit at all times with Bank, which together with any additional funds paid by ▇▇▇▇▇▇▇ Money shall be returned to Purchaser▇▇, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller are sufficient to complete the restoration, as certified by an architect approved by Bank; (f) The insurance proceeds will be disbursed under such repairsreasonable procedures as may be established by Bank; and (g) Such other conditions as Bank would customarily be require as a construction lender, or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyare otherwise reasonable.

Casualty. Seller assumes all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser Buyer of such damageany casualty affecting the Property. If such damage is not material and will not take more than two (2) months to repair from In the date event that all or any "substantial portion" of the casualtyProperty shall be damaged or destroyed by fire or other casualty after the Effective Date and before the Closing Date, then Buyer may, at its option, terminate this Agreement by written notice thereof to Seller shall repair such damagewithin ten (10) days after Seller notifies Buyer in writing of the casualty and the availability and amount of insurance proceeds, in which event the time for Closing Escrow Agent shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon deliver the ▇▇▇▇▇▇▇ Money to Buyer, without the consent or joinder of Seller being required, this Agreement shall be returned to Purchasernull and void, other man $100.00 thereof, which and Seller and Buyer shall be retained by Seller released from all further obligations under this Agreement except as independent consideration for its execution of may be otherwise set forth herein. In the event Buyer does not elect to terminate this AgreementAgreement as described above, Buyer shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall deliver to Buyer at the parties shall have no further rights Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty, and liabilities hereunder except assign to Buyer at Closing, to the extent assignable, all of Seller's right, title and interest in any claim under any applicable insurance policies in respect of such casualty not yet paid to Seller, together with respect payment to those matters specifically surviving termination Buyer, in cash (or Closing; or at Buyer's option by credit against the Purchase Price), of an amount equal to the sum of (a) deductible(s), if any, applicable to such loss under the insurance policy(ies), (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible uninsured loss, and co-(c) any insurance proceeds which are not assignable or assigned to Buyer at Closing, and there shall be no reduction in the Purchase Price for the Property (other than the aforementioned credit, if so elected by Buyer). If the casualty loss does not involve a "substantial portion" of the Property, as defined herein, then Buyer shall be obligated to close the transaction contemplated herein according to the terms hereof, notwithstanding such casualty loss, and Seller shall (i) deliver to Buyer at the Closing any amounts retained insurance proceeds actually received by Seller attributable to the Property from such casualty, and (ii) assign to Buyer at Closing, to the extent assignable, all of Seller’s lender's right, title, and interest in any claim under any applicable insurance policies in respect of such casualty not yet paid to Seller, together with payment to Buyer, in cash (or at Buyer's option by credit against the Purchase Price), of an amount equal to the sum of (x) any insurance proceeds which are not assignable or assigned to Buyer at Closing, (y) deductible(s), if any, applicable to such loss under the insurance policy(ies), and (z) the amount of any uninsured loss, and there shall be no reduction in the Purchase Price for the Property (other than the aforementioned credit, if so elected by Buyer). For purposes hereofof this Section 22(B), “material” the phrase "uninsured loss" shall be deemed to mean any damage loss resulting from a casualty which is not covered by Seller's casualty insurance policy, as opposed to more than three percent (3%) of the square footage of the Premisesany loss which, any damage which will cost more than three percent (3%) of the Purchase Price though covered, is subject to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtya deductible.

Casualty. Seller assumes all risk and liabilityIf, damage to or injury occurring prior to the Premises and/or Personal Scheduled Closing Date, all or a Significant Portion of the Real Property and Improvements is destroyed or damaged by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly will notify Purchaser of such damagecasualty. If such damage is not material and Purchaser will not take more than two (2) months to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) to terminate this Agreement whereupon upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice. If this Agreement is terminated, the ▇▇▇▇▇▇▇ Money shall Deposit will be returned to Purchaser, other man $100.00 thereof, which shall be retained by Purchaser and thereafter neither Seller as independent consideration for its execution of this Agreement, in which event the parties shall nor Purchaser will have no any further rights and liabilities or obligations to the other hereunder except with respect to those matters specifically surviving termination the Termination Surviving Obligations. If Purchaser does not elect to terminate this Agreement or Closing; less than a Significant Portion of the Real Property and Improvements is destroyed or damaged as aforesaid, neither Seller nor the Property Owner will be obligated to repair such damage or destruction but (a) Seller will (or will cause Property Owner to) (i) turn over to Purchaser the insurance proceeds net of reasonable collection costs (or if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty and (ii) assign to AFE (as reconstituted on the Closing Date with Purchaser as the direct or indirect owner therein), without any representation, warranty or recourse whatsoever, all of Property Owner’s rights, if any, to any payments to be made (after the Closing Date) with respect to the Property under any applicable rental loss insurance policies in effect on the Closing Date, and (b) elect to the parties will proceed to Closing whereupon pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser shall have will receive credit for any insurance deductible amount. In the option event Seller or Property Owner elects to either perform any repairs as a result of a casualty prior to Closing, (i) require Seller to repair such damage, in which event the time for Closing performance thereof shall be extended subject, except in the case of emergency or to perform repairs required by the length of time reasonably necessary for Seller applicable law, to complete such repairs; Purchaser’s consent, not to be unreasonably withheld, conditioned or delayed, and (ii) without Seller repairing such damagewill be entitled to deduct its costs and expenses from any amount to which Purchaser is entitled under this Section 11.1, consummate which right shall survive the Closing, in which latter event . Neither Seller nor Property Owner will have any right to elect to perform any repairs after the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyClosing.

Casualty. Seller assumes all Prior to the Closing, the entire risk and liability, of loss or damage to or injury occurring to the Premises and/or Personal Property by fire, stormearthquake, accident flood, windstorm or any other casualty or cause until shall be borne by Seller, except as otherwise provided in this Section 10(a). If, prior to the Closing has been consummated. If the Premises and/or Personal Property or Closing, any part thereof, suffers any damages prior to Closing from of the Property is damaged or destroyed by fire or other casualty, Seller shall promptly immediately notify Purchaser Buyer of such damagefact. If such damage or destruction is not material and will not take more than two Material Damage (2) months to repair from the date of the casualtydefined below), then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser Buyer shall have the option to either terminate this Agreement upon notice to Seller given not later than ten (i10) require Seller to repair such damage, in which event the time for Closing shall be extended by the length Business Days after receipt of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lendernotice of such Material Damage. For purposes hereof, “materialMaterial Damage” shall be deemed to mean be any damage or destruction to more than three percent (3%) the Property where the cost of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will replacement is estimated by Seller to be One Hundred Thousand Dollars ($100,000) or more, or shall take more than two sixty (260) months days to replace and/or repair, in Buyer’s good faith judgment, or whether such damage or destruction is covered by insurance or not. Seller agrees shall promptly provide Buyer with all information and documentation in Seller’s possession or reasonably available to provide Seller relating to Purchaser copies of all claims, correspondencesuch damage or destruction, and any available insurance coverage, so that Buyer can make an informed decision as to whether or not it will proceed with the transaction or terminate the Agreement. If this Agreement is terminated pursuant to this Section 10(a), the provisions of Section 5(c) shall apply. If this Agreement is not terminated pursuant to this Section 10(a) or if the damage reports is not Material Damage, then Seller shall assign and turn over to Buyer all insurance proceeds payable to Seller with respect to such other information as reasonably requested by Purchaserdamage or destruction, submitted provided Seller shall not be obligated to assign and turn over to Buyer any proceeds that exceed the cost to repair such loss or received by damage, and the parties shall proceed to the Closing pursuant to the terms hereof without modification of the terms of this Agreement and without any reduction in the Purchase Price. If this Agreement is not terminated pursuant to this Section 10(a), Buyer shall have the right to participate in any adjustment of the insurance claim, and Seller in connection with shall not adjust or settle any casualtysuch claim without ▇▇▇▇▇’s prior written approval.

Casualty. Seller assumes all risk and liability, damage to or injury occurring In the event that prior to the Premises and/or Personal Property Closing Date any of the Improvements is damaged or destroyed by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, then Seller shall promptly notify immediately deliver written notice to Purchaser of such damage. If casualty and the following provisions shall apply with respect to such casualty: (i) if such damage is not material and will not take more than two or destruction results in a casualty loss in an amount exceeding One Hundred Thousand Dollars (2$100,000.00) months (the "Damage Limit"), Purchaser shall have the right to repair from the date of the casualty, then terminate this Agreement by written notice to Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇E▇▇▇▇▇▇ Money shall be returned promptly refunded to PurchaserPurchaser and thereafter neither party hereto shall have any further rights, other man $100.00 thereofobligations or liabilities. In the event that this Agreement is not terminated pursuant to this Subparagraph (i), which Purchaser shall be retained obligated to close the purchase and sale contemplated by this Agreement as scheduled without adjustment of the Purchase Price and Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller assign to Purchaser at Closing and the Purchase Price shall be reduced by the amount all insurance proceeds payable under Seller's insurance policies on account of any deductible such damage or destruction (and co-operate with Purchaser in collecting under such insurance policies) or pay to Purchaser all such insurance proceeds previously paid to Seller (unless delivered to the Existing Lender) and any amounts retained by Seller’s lender. For purposes hereofSeller shall not be obligated to repair or restore the Property (ii) if such damage or destruction results in a casualty loss in an amount not exceeding the Damage Limit, “material” neither Purchaser nor Seller shall have such right to terminate this Agreement, and Purchaser and Seller shall be deemed obligated to mean any damage to more than three percent (3%) of close the square footage of the Premises, any damage which will cost more than three percent (3%) purchase and sale contemplated by this Agreement as scheduled without adjustment of the Purchase Price and Seller shall assign, subject to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide the rights of the Existing Lender, to Purchaser copies at Closing all insurance proceeds payable under Seller's insurance policies on account of such damage or destruction or pay to Purchaser all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyinsurance proceeds previously paid.

Casualty. Seller assumes In the event that all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty substantial portion of the Property shall be damaged or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from destroyed by fire or other casualtycasualty after the Effective Date and before the Closing Date, either Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two or Buyer may, at its option, terminate this Offer by written notice thereof to the other party within ten (210) months to repair from the date days after Seller notifies Buyer of the casualty, then Seller shall repair such damagecasualty and the availability and amount of insurance proceeds, in which event the time for Closing Buyer shall be extended by the length receive a refund of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money Money. In the event neither Seller nor Buyer terminate this Offer as described above, they shall be returned deemed to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreementhave elected to proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall deliver to Buyer at the parties 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 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 have be no further rights 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 liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to Seller shall, at Seller’s election, either (i) require Seller repair the damages caused by such casualty loss prior to repair such damageClosing, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; at Seller’s expense or (ii) without Seller repairing such damage, consummate deliver to Buyer at the Closing, in which latter event the Closing any insurance proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or 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 connection any claim under any applicable insurance policies in respect of such casualty, together with any casualtyan 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 risk In the event that the Property is damaged or destroyed by any fire, flood or other casualty after the date of this Agreement and liability, damage to or injury occurring prior to the Premises and/or Personal Property by fireClosing, storm, accident or any other casualty or cause until Seller shall give Buyer prompt written notice of the Closing has been consummateddamage. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser at Closing (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the option to: Property at Closing, and (aiii) terminate this Agreement whereupon Seller shall pay over to Buyer all insurance proceeds collected after the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained Closing by Seller as independent consideration for its execution promptly upon receipt thereof. If the casualty causes material damage, then Buyer may elect by notice to Seller within thirty (30) days after Buyer is notified of such damage to either (i) elect to terminate this Agreement, in which event case the parties Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one half of any escrow fees or charges and neither Party shall have no any further rights and liabilities hereunder except with respect obligation to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damageother, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without proceed as scheduled and (a) Seller repairing such damageshall cause all collected insurance proceeds, consummate plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (b) Seller shall assign to Buyer all right, title and interest in which latter event and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the proceeds of Property at Closing, and (c) Seller shall pay over to Buyer all insurance covering such damage shall be assigned proceeds collected after the Closing by Seller to Purchaser at Closing and promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement unless Buyer receives a credit against the Purchase Price shall be reduced by equal to the amount cost of repairs. Damage as to any deductible and co-insurance and any amounts retained one or more occurrences is “material” if the cost to repair the damage, as reasonably estimated by Seller’s lenderengineer or expert, exceeds Fifty Thousand Dollars ($50,000.00). For purposes hereof, “material” Buyer shall be deemed have the right to mean any damage to more than three percent (3%) participate in the negotiations and settlement of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualty-related claim in the event Buyer elects or is otherwise obligated to proceed with the Closing. The provisions of this Section 15.1 shall survive the Closing.

Casualty. Seller assumes all The risk and liability, of loss or damage to or injury occurring destruction to the Premises and/or Personal Real Property by fire, storm, accident fire or any other casualty or cause is assumed by Seller until the Closing has been consummatedClosing, but, except as specifically set forth in this Paragraph, Seller shall not be obligated to repair or replace any such loss or damage. If In the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from event of fire or other casualty, Seller shall promptly have thirty (30) days to notify Purchaser (such notice is hereinafter referred to as the “Non-Election Notice”) whether it intends to rebuild the Real Property, but if Seller shall fail to notify Purchaser of its election within such damage[thirty (30)] day period Seller shall be deemed to have elected not to rebuild. If such damage Seller elects (or is deemed to have elected) not material and will not take more than two (2) months to repair from or replace any such loss or damage to the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, Real Property then Purchaser shall have the option to: of declaring this Contract of Sale terminated within thirty (a30) terminate this Agreement whereupon days of receipt of the ▇▇▇▇▇▇▇ Money shall be returned Non-Election Notice (“Purchaser’s Election Period”)Seller's election not to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreementrebuild, in which event Seller and Purchaser shall instruct Escrow Agent to refund to Purchaser, with the parties interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Real Property shall terminate and neither Seller nor Purchaser shall have no any further rights claim against the other; provided, however, that if Purchaser shall not have elected to terminate this Contract as aforesaid during Purchaser’s Election Period then Purchaser shall close title in accordance with this Contract (except that Closing shall be extended to the date which is ten (10) days after the date that Purchaser elects to close notwithstanding the Non-Election Notice) and liabilities hereunder except pay in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies, if any, together with respect any payments under such policies made to those matters specifically surviving termination Seller prior to the Closing not expended to repair or Closing; replace such loss, damage or destruction. If Seller elects to repair or replace any such loss or damage, Seller shall be entitled to reasonable adjournments of the Closing Date in which to perform the work, not exceeding sixty (b60) elect days in the aggregate. If Seller elects to proceed repair or replace any such loss or damage to the Real Property and if such loss or damage is not repaired (substantial completion thereof) prior to the Closing whereupon Date, as adjourned by Seller pursuant to this Paragraph, Purchaser shall have the option (to either be exercised within ten (i10) require Seller days of Seller's notice thereof (the “Incomplete Restoration Notice”) to repair such damagePurchaser) of: (a) declaring this Contract of Sale terminated, in which event Seller or and Purchaser shall instruct Escrow Agent to refund to Purchaser, with the time for interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the other or (b) closing title in accordance with this Contract of Sale (except that Closing shall be extended by to the length date which is twenty (20) days after Purchaser’s receipt of time reasonably necessary the Incomplete Restoration Notice) and paying in full the Purchase Price, without any abatement thereof or claim against Seller for Seller to complete such repairs; loss or (ii) without Seller repairing such damage, consummate and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies for work not yet completed, together with any payments under such policies made to Seller prior to the ClosingClosing not expended to repair or replace such loss, in which latter event the proceeds of all insurance covering such damage or destruction; provided, however, that if Purchaser shall be assigned by Seller have failed to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” timely make an election it shall be deemed to mean have chosen (b) above. If Seller elects to repair or replace any such loss or damage to more than three percent (3%) the Real Property, then substantial completion thereof will not be considered to have occurred unless such work has been substantially completed in a good and workmanlike manner and in accordance with all applicable laws and regulations within the requisite time period. Notwithstanding the foregoing, if the cost of the square footage of the Premisesrepairs and replacements is less than $25,000, any damage which will cost more than three percent (3%) of as determined by an independent third party construction professional chosen by Seller and acting reasonably, Purchaser shall close title with a credit against the Purchase Price in such amount which shall not exceed $25,000 and Seller shall retain the rights to replace and/or repair or any damage which will take more than two (2) months the insurance proceeds, if any, in respect of such casualty. This Paragraph shall govern to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection the extent inconsistent with any casualtyapplicable law.

Casualty. Seller assumes all risk and liability, In the event a casualty results in damage to or injury occurring any Contributed Property that would give a Tenant the right to, and Tenant does, deliver notice to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until applicable Owner to terminate its Lease and such terminated Lease(s) results in a reduction of net operating income in an amount greater than Seven Million Five Hundred Thousand Dollars ($7,500,000.00) in the Closing has been consummated. If aggregate for all Contributed Properties (measured on the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material current in place net operating income for the Contributed Properties and will not take more than two the Properties (2as defined in the Purchase and Sale Agreement and Purchase and Sale Agreement II) months to repair from the date as of the casualtyEffective Date), then Seller shall repair such damagePurchaser will have the option, exercisable within fifteen (15) days after receipt of Seller's notice that Tenant has cancelled the Lease, of either (i) declaring this Agreement terminated in which event the time for Closing shall be extended by Title Company will refund to Purchaser the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate entire Deposit whereupon this Agreement whereupon and all rights of the ▇▇▇▇▇▇▇ Money shall Purchaser hereunder will terminate and neither Seller nor Purchaser will have any further claim against the other, except that Purchaser will continue to be returned to Purchaserliable for the Surviving Obligations, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without closing in accordance with this Agreement and paying in full the Contribution Value, except as set forth below. If Purchaser fails to timely make an election pursuant to the foregoing sentence, Purchaser will be deemed to have elected to proceed with the purchase of the Interests in accordance with clause (ii) above. If Purchaser elects or is deemed to have elected to proceed with the purchase of the Interests or in the event of any other casualty to the Contributed Properties, Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage and Purchaser shall be assigned by proceed to close under this Agreement and Seller will assign to Purchaser at Closing Seller’s rights under any insurance policies to receive insurance proceeds due Seller as a result of such damage or destruction (other than reasonable costs of collection of such proceeds and amounts expended by Seller to secure the Purchase Price Contributed Properties safely or to repair the Contributed Properties) and Purchaser shall be reduced by assume responsibility (subject to Tenant’s obligations under the amount of Leases) to repair the Contributed Properties, as applicable. The Purchaser also shall receive a credit at Closing for any deductible required by any Lease to be paid by any Owner under said insurance policies and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed not expended to mean any damage to more than three percent (3%) of secure or repair the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyContributed Properties.

Casualty. Seller assumes all risk If any of the Purchased Assets is damaged or destroyed by casualty loss after the date hereof and liability, damage to or injury occurring prior to the Premises and/or Personal Property by fireClosing, stormand (x) the cost of restoring such damaged or destroyed Purchased Assets to a condition reasonably comparable to their prior condition and (y) the amount of any lost profits, accident or any other casualty or cause until in each case, to the extent such costs and lost profits are reasonably expected to accrue after the Closing has been consummatedas a result of such damage or destruction to such Purchased Assets (net of and after giving effect to any insurance proceeds available to the Acquired Companies for such restoration and lost profits and any Tax benefits related thereto) (such costs and lost profits with respect to any Purchased Assets, the “Restoration Cost”) is greater than $15,000,000 but does not exceed $250,000,000, Sellers may elect to reduce the amount of the Purchase Price by the estimated Restoration Cost (as estimated by a qualified firm reasonably acceptable to Buyer and Sellers), by notice to Buyer, and such casualty loss shall not affect the Closing. If Sellers do not make such an election within forty-five (45) days after the date of such casualty loss, Buyer may elect to terminate this Agreement within ten (10) Business Days after the end of such forty-five (45) day period by written notice to Sellers. If the Premises and/or Personal Property or any part thereofRestoration Cost is in excess of $250,000,000, suffers any damages prior Sellers may, by notice to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two Buyer within forty-five (245) months to repair from days after the date of the casualtysuch casualty loss, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller elect to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) reduce the Purchase Price by the estimated Restoration Cost (as estimated by a qualified firm reasonably acceptable to Buyer and Sellers) or (b) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect each case by providing written notice to those matters specifically surviving termination or ClosingBuyer; or (b) provided, however, that if Sellers do not elect to proceed terminate this Agreement as provided in this sentence, then Buyer may, by written notice to Closing whereupon Purchaser Sellers, terminate this Agreement within ten (10) Business Days of receipt by Buyer of Sellers’ notice regarding its election. If the Restoration Cost is $15,000,000 or less, (i) neither Buyer nor Sellers shall have the right or option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or terminate this Agreement and (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage there shall be assigned by Seller no reduction in the amount of the Purchase Price. In the event that Sellers elect to Purchaser at Closing and reduce the Purchase Price in accordance with this Section 6.11, Sellers shall, and shall be reduced by the amount cause their Non-Company Affiliates to, use commercially reasonable efforts to collect amounts due (if any) under available insurance policies or programs in respect of any deductible such casualty loss and co-shall cause any such insurance and proceeds to be contributed or assigned to the applicable Acquired Company that has suffered such casualty loss without any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed adjustment to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyNet Working Capital.

Casualty. Seller assumes all risk (a) If, at any time after the Effective Date and liabilityprior to Closing or earlier termination of this Agreement, damage to the Property or injury occurring to the Premises and/or Personal Property 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 exceed One Hundred Thousand and No/100 Dollars ($100,000.00) or such Casualty would otherwise materially impair the value of the Property, Purchaser shall have the right to elect, by providing written notice to Seller within thirty (30) days after Purchaser's receipt of written notice of such Casualty, to (i) terminate this Agreement in its entirety, or (ii) proceed to Closing, without terminating this Agreement, in which case Seller shall (A) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible plus any uninsured amount of the repair or restoration cost, and (z) the reasonable estimated costs for the repair or restoration of the Property required by such Casualty, and (B) transfer and assign to Purchaser all of Seller's right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller with respect the Property (except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by any Seller for the period prior to the Closing) to the extent assignable, and if such proceeds are not assignable, Purchaser shall receive a credit against the Purchase Price at Closing has been consummatedin an amount equal to the amount of such proceeds. If the Premises and/or Personal Property or Closing is scheduled to occur within Purchaser's thirty (30) day election period, the Closing Date shall, upon Purchaser's election, be postponed until the date which is five (5) Business Days after the expiration of such thirty (30) day election period. (b) Notwithstanding anything to the contrary contained herein, if at any part thereof, suffers any damages time after the Effective Date and prior to Closing from fire Closing, a Casualty occurs with respect to any building fully or other casualtypartially occupied by any Permitted Tenant, Seller shall promptly notify Purchaser in writing of such damageCasualty and shall comply with the casualty provisions of the Lease of such Permitted Tenant. If such damage is not material and will not take more than two (2) months to repair from the date Lease may be terminated as a result of the casualtyCasualty, then Seller shall repair shall, concurrently with Seller's notice of Casualty, notify Purchaser of such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller right to complete terminate such repairs. If such damage is material, then Lease and Purchaser shall have the option to: (a) terminate this Agreement whereupon right to elect, by providing written notice to Seller within the ▇▇▇▇▇▇▇ Money shall be returned timeframes allowed under the Lease, to Purchaser, other man $100.00 thereof, which shall be retained by cause Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, terminate the Lease in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairsits entirety; or (ii) without to comply with the terms of the Lease with respect to the Casualty. In the event the Lease is not terminated and under the terms of the Lease Seller repairing is to make repairs to the premises demised by such damageLease, consummate Purchaser shall have the Closingright to delay Closing until such repairs are completed, and the Closing shall be conditioned upon written confirmation from such Permitted Tenant (including delivery from such Permitted Tenant to Purchaser of an estoppel certificate, in which latter event the proceeds of all insurance covering form acceptable to Purchaser) that such damage shall be assigned by Seller to Purchaser at Closing repairs were satisfactorily completed and the Purchase Price shall be reduced by the amount of any deductible such Lease are in full force and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repaireffect. Seller agrees to provide to Purchaser copies of shall indemnify and defend, at its sole cost and expense, Purchaser, its successors and assigns, for any and all claims, correspondencedemands, actions, causes of action, losses, damages, liabilities, costs and damage reports expenses (including, without limitation, reasonable attorneys' fees and such other information as reasonably requested court costs) actually incurred of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser, submitted Purchaser at any time and from time to time by reason of or received by Seller in connection with arising out of any casualtyrepairs performed after the Effective Date and prior to Closing under any casualty provisions of any Leases.

Casualty. Seller assumes all risk and liabilityIf, damage to or injury occurring prior to the Premises and/or Personal Closing, all or any portion of the Property is damaged by fire, storm, accident fire or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualtywhatsoever, Seller shall promptly notify give Purchaser written notice of such damage. If the cost for repairing such damage is not material Two Hundred Fifty Thousand and will not take more than two 00/100 Dollars (2$250,000.00) months or less (as determined by Seller’s independent insurer), then Purchaser shall at Closing receive the amount of the deductible plus all insurance proceeds received by Seller as a result of such loss, or an assignment of Seller’s rights to such insurance proceeds, and this Contract shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair from such damage or to replace the date Property. Regardless of the casualtysize of the loss, then for any damage not repaired prior to Closing, Seller shall repair such damagenot agree to any insurance settlement without Purchaser’s prior written consent, in which event the time for Closing shall not to be extended by the length of time reasonably necessary for Seller to complete such repairsunreasonably withheld, conditioned or delayed. If the cost for repairing such damage is materialgreater than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (as determined by Seller’s independent insurer), or if any Key Tenant is able to terminate its lease as a result of such fire or any other casualty, then Purchaser shall have the option to: option, exercisable by written notice delivered to Seller within five (a5) days after Seller’s notice of damage to Purchaser, which notice from Seller shall be accompanied by the written estimate of the cost for repair, either to (i) receive the amount of the deductible plus all insurance proceeds received by Seller as a result of such loss, or an assignment of Seller’s rights to such insurance proceeds, and this Contract shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage or to replace the Property; or (ii) terminate this Agreement whereupon Contract. If Purchaser elects to terminate this Contract, Purchaser shall give written notice to Seller thereof within such five (5) day period, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall and thereafter neither party will have no any further rights and liabilities hereunder or obligations hereunder, except with respect for any obligations that expressly survive termination. If Purchaser fails to those matters specifically surviving termination or Closing; or notify Seller within such five (b5) elect day period of Purchaser’s intention to proceed to Closing whereupon terminate this Contract, then Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage have elected option (i) and Purchaser and Seller shall proceed to more than three percent (3%) Closing in accordance with the terms and conditions of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtythis Contract.

Casualty. Seller assumes all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from casualty damages the date Premises or common areas of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably Property necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights Tenant’s use and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage occupancy of the Premises, whether or not such damage is the result of the negligence or willful misconduct of Tenant or Tenant’s agents, officers, employees, contractors, licensees or invitees, and irrespective of any resulting period during which the Premises is rendered unusable by such damage, Tenant nonetheless shall not be entitled to any reduction in Base Rent or any other rents due hereunder; such circumstance shall not give rise to any excuse, legal or otherwise, for Tenant’s continued obligations of payment and performance under this Lease and this Lease shall not thereby terminate; and Tenant shall be responsible to repair, reconstruct, replace and restore at Tenant’s sole cost and expense, all parts and portions of the Premises and Property so effected by casualty so as to restore same to its prior condition and state; provided, in its sole and absolute discretion, by election made within thirty (30) days after receipt of written notice from Tenant of such casualty event, Landlord may instead elect to receive all insurance proceeds arising by reason thereof and to terminate the Lease. If Landlord does not exercise the right to elect to receive such insurance proceeds and terminate this Lease in accordance with this Section 11.1, then, as noted above this Lease shall (subject to the terms of this Section 11.1) remain in full force and effect and Tenant shall repair such damage and restore the Property and the Premises to substantially the same condition in which the Property and the Premises existed before the occurrence of such fire or other casualty without limiting such obligations to the amount of insurance proceeds available. Landlord shall not be obligated to make any repairs nor replacements nor to effectuate any restorations and shall have no liability for any damage which will to, nor have obligation to make any replacement of, any movable furniture, equipment, trade fixtures or personal property in the Premises or upon the Property. Tenant shall, at Tenant’s sole cost more than three percent (3%) and expense, repair and replace all such movable furniture, equipment, trade fixtures and personal property and any other parts or portions thereof. In the absence of Landlord’s election as aforesaid, this Lease shall not terminate notwithstanding any and every manner of casualty, including without limitation a total destruction of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, Premises and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyProperty.

Casualty. Seller assumes all risk and liability, In the event that damage to or injury occurring to destruction of the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from thereof caused by fire or other casualtycasualty exceeds fifteen percent (15%) of the Purchase Price (a “Material Portion”) to repair or replace, Seller Purchaser shall promptly notify Purchaser elect in writing to be exercised ten (10) days after receipt of notice of such destruction or damage. If such damage is not material and will not take more than two (2) months to repair from the date , at its option, one of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) following: A. To terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event Seller shall retain the parties Earned Payments and shall have no further rights return the Closing Deposits (if any) and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing each party shall be extended by released from all obligations hereunder (except those which are herein specifically stated to survive the length Closing or termination); or B. To proceed with Closing in accordance with the terms of time reasonably necessary for this Agreement (and subject to any rights Seller may have to complete such repairs; or (iiterminate the Agreement prior to Closing) without and Seller repairing such damage, consummate the Closing, in which latter event the proceeds of shall assign all insurance covering such damage shall be assigned by Seller proceeds, insurance policies, and claims to Purchaser at Closing Closing, with any cost of assignment split equally between Purchaser and Seller. Seller represents to Purchaser that it will during the Purchase Price shall be reduced pendency of this Agreement maintain valid property insurance in place against loss or damage to the structure of the buildings constituting Improvements by the amount such perils as are included in a standard “all risk” or “special form” property owner insurance policy. If Purchaser does not timely notify Seller in writing of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereofits election to terminate this Agreement, “material” Purchaser shall be deemed to mean any damage have elected not to more terminate this Agreement. If less than three percent (3%) a Material Portion of the square footage of Property is damaged or destroyed, or if a Material Portion is damaged or destroyed and Purchaser elects or is deemed to have elected not to terminate this Agreement, the Premises, any damage which will cost more than three percent (3%) of parties shall proceed to the Closing without reduction in the Purchase Price and with the Property in “as-is” condition. Seller shall have no obligation to replace and/or repair make any repairs to the Property in the event of a damage or destruction. Notwithstanding the foregoing, in the event of any damage or destruction of the Property or any damage which will take more than two (2) months to replace and/or repair. part thereof caused by fire or other casualty, regardless of the amount of damage, Seller agrees to provide shall assign all insurance proceeds, insurance policies, and claims to Purchaser copies of all claimsat Closing, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtycost of assignment split equally between Purchaser and Seller.

Casualty. Except as otherwise provided in this Agreement, Seller assumes all risk and liability, risks for damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident accident, or any other casualty or cause until the Closing has been consummated. If before the Premises and/or Personal Property Closing, the Property, or any part thereof, suffers any damages prior to Closing damage from fire or other casualty, casualty Seller shall promptly will notify Purchaser of such damagefact (the “Seller’s Casualty Notice”). If the damage from fire or other casualty in Seller’s reasonable estimate will require in excess of $1,000,000.00 to repair and restore or such damage is in excess of $100,000 and is not material covered by insurance and will Seller is not take more than two (2) months willing to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and reduce the Purchase Price shall be reduced by the amount of such uninsured loss, Purchaser may terminate this Agreement by notice to the Seller given within ten (10) days following Seller’s Casualty Notice to Purchaser, in which case Purchaser shall be entitled to the return of the Deposit, and thereafter neither party shall have any deductible rights or obligations under this Agreement, other than the Surviving Obligations. If Purchaser does not terminate this Agreement, it shall remain in full force and co-effect, Purchaser agrees that it will consummate the Closing and accept the assignment of Seller’s right, title and interest in and to the net proceeds (or rights under the policy) of any insurance covering such damage, including any rent loss insurance for the period after the Closing (less an amount equal to any expenses and costs incurred by Seller to collect or adjust such insurance or to secure the Improvements or initiate repairs or restoration of the Property, and any amounts retained by portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date shall be payable to Seller (collectively, “Seller Expenses”)), to the extent the amount of such proceeds does not exceed the Purchase Price, plus an amount equal to Seller’s lender. For purposes hereofdeductible under its insurance policy applicable to such casualty, “material” and there shall be deemed no reduction in the Purchase Price, except for the uninsured loss as contemplated above, if applicable, or obligation of Seller to mean complete restoration. If prior to the Closing, the Property, or any damage to more than three percent (3%) of the square footage of the Premisespart thereof, suffers any such damage which will cost more in Seller’s reasonable estimate require less than three percent $1,000,000.00 to repair or restore, Purchaser agrees that it will consummate the Closing and accept the assignment of the net proceeds (3%or rights under the policy) of any insurance covering such damage, including any rent loss insurance for the period after the Closing (less Seller Expenses), to the extent the amount of such net proceeds does not exceed the Purchase Price, plus an amount equal to Seller’s deductible under its insurance policy applicable to such casualty, and there shall be no reduction in the Purchase Price or obligation of Seller to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtycomplete restoration.

Casualty. Seller assumes all risk and liabilityIf, damage to or injury occurring prior to the Premises and/or Personal Closing Date, a material part (as defined in this Section 16.2) of any Property is destroyed or damaged by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualtycasualty (a “Damaged Property”), Seller Sellers shall promptly notify Purchaser Buyer of such damagefact and Buyer, at its option, may terminate the Agreement with respect to such Damaged Property. If In such damage is not material and will not take more than two (2) months to repair from event, the date Purchase Price shall be adjusted by the amount of the casualtyPurchase Price attributed to such Damaged Property on Schedule 5 attached hereto and the Deposit shall be reduced on a prorata basis. Buyer shall have the right to terminate this Agreement with respect to such Damaged Property with by giving notice to Sellers not later than ten (10) Business Days after receipt of Sellers’ notice. In the event Buyer elects to terminate the Agreement with respect to the Damaged Property, then Seller Sellers shall repair such damagehave the right to terminate this Agreement in its entirety by written notice to Buyer within ten (10) Business Days after receipt of Buyer’s termination notice for the Damaged Property, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money Deposit shall be returned to PurchaserBuyer and no party shall have any further obligation to the other, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution unless such obligation expressly survive the termination of this Agreement. For the purposes hereof, in which event a “material part” of a Property shall mean any portion of the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have Property where the option to either (i) require Seller amount required to repair or restore the destruction or damage caused by fire or other casualty is reasonably estimated by Buyer and Sellers to be more than two and one-half percent (2.5%) of the Purchase Price for such damageProperty (as set forth on Schedule 5) or if any Tenant occupying more than 3,000 square feet terminates its Lease at the Property as a result of the fire or other casualty. Provided, in which event the time for Closing shall be extended by the length if any Tenant terminates its lease as a result of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damagea casualty, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by using the amount formula for calculation of any deductible an Earnout Payment and co-insurance and any amounts retained by Seller’s lenderthe terminated lease shall become an Earnout Space. For purposes hereofIf Buyer does not elect to terminate this Agreement as aforesaid, “material” shall be deemed to mean any or if there is damage to more or destruction of an “immaterial part” (i.e., anything other than three percent (3%a material part) of the square footage of the PremisesProperties by fire or other casualty, any damage which will cost more than three percent (3%) there shall be no abatement of the Purchase Price and Sellers shall assign to replace and/or Buyer (without recourse) on the Closing Date the rights of Sellers to any portion of the proceeds that has not been used by Sellers to repair such casualty under Sellers’ insurance policies, if any, covering the applicable Property with respect to such damage or destruction, and Buyer shall be entitled to receive and keep any such monies received from such insurance policies (and shall be entitled to applicable deductibles, if any). In furtherance hereof, in the event an “immaterial part” of the Properties is damaged after the date hereof, Sellers shall, in accordance with sound management practice, repair such damage and Buyer shall, on the Closing Date, reimburse to Sellers the cost thereof, less any amount of insurance proceeds received by Sellers (but not paid to Buyer) in connection therewith. Sellers shall not enter into any settlement with the insurance carrier without the consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed. Sellers shall not modify, terminate or otherwise permit any of Sellers’ existing insurance policies to lapse or terminate prior to the Closing Date. If any damage or destruction which will take more than two occurs prior to the Closing Date is not covered by Sellers’ insurance, then Buyer’s sole remedy shall be to either (2a) months to replace and/or repair. Seller agrees to provide to Purchaser copies close and receive a credit against the Purchase Price in the amount of all claimssuch damage or destruction, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller (b) terminate this Agreement in connection accordance with any casualtySection 16.3 hereof.

Casualty. Seller assumes all risk and liability, damage to If any portion of the improvements at a Property shall be damaged or injury occurring to the Premises and/or Personal Property destroyed by fire, storm, accident fire or any other casualty and either (i) no Major Tenant is entitled to terminate its Lease under the terms of its Lease as a result of such casualty, or cause until (ii) a Major Tenant has waived its termination right, then this Agreement shall remain in full force and effect, and at the Closing (x) Buyer shall be entitled to any and all insurance proceeds, monies and claims received by and/or accrued to the applicable Seller on account of such casualty (less such sums, if any, as shall have been actually and reasonably expended by such Seller in connection with the repair or restoration of such casualty or the prosecution of such claim (the “Reimbursable Amounts”)) and (y) Buyer shall receive a credit against the applicable Purchase Price equal to the amount of the deductible under the applicable Seller’s property insurance, less the Reimbursable Amounts to the extent such Seller has been consummatednot recovered such Reimbursable Amounts under clause (x) above. If any portion of the Premises and/or Personal improvements at a Property shall be damaged or destroyed by fire or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser and a Major Tenant is entitled to terminate its Lease as a result of such damage. If fire or casualty and does properly terminate its Lease as a result of such damage is not material and will not take more than two (2) months to repair from the date of the fire or casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser Buyer shall have the option to either (iA) require Seller to repair remove the Property occupied by such damage, in which event Major Tenant from the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at applicable Closing and the Purchase Price shall be reduced accordingly, or (B) proceed to Closing with respect to the affected Property, at which time Buyer shall be entitled to any and all insurance proceeds, monies and claims received by and/or accrued to the applicable Seller on account of such casualty (less the Reimbursable Amounts), and (C) Buyer shall receive a credit against the applicable Purchase Price equal to the amount of any the deductible and co-insurance and any amounts retained by under the applicable Seller’s lenderproperty insurance, less the Reimbursable Amounts to the extent such Seller has not recovered such Reimbursable Amounts under clause (x) above. For purposes hereofBuyer hereby acknowledges that, “material” in the event that Buyer exercises the foregoing clause (A) with respect to the Property affected by such fire or casualty, Buyer shall remain obligated to purchase the remaining Properties. In the event that the period by which a Major Tenant must exercise its termination rights for a casualty under its Lease extends past the scheduled Closing date for the Property at which the Major Tenant is located, the Closing date for such Property shall be deemed extended to mean any damage to more than three percent be five (3%5) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and business days after such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtytermination period expires.

Casualty. Seller assumes all risk and liability, damage to If the Property is damaged or injury occurring destroyed by fire or other casualty prior to the Premises and/or Personal Property by fire, storm, accident Closing then promptly after Seller becomes aware of the damage or any other casualty or cause until destruction Seller will notify Purchaser thereof (the Closing has been consummated“Damage Notice”). If the Premises and/or Personal Property cost of repair is less than $5,000,000, and repairs will, in Purchaser’s reasonable estimation, take less than six (6) months to effectuate, Closing will proceed in accordance with the terms of this Agreement for the full Purchase Price, notwithstanding the damage or any part thereofdestruction; provided, suffers any damages prior to Closing from however, that such fire or other casualtycasualty has been insured and Seller will pay or assign to Purchaser at Closing all insurance proceeds, if any, resulting from such casualty damage and credit to Purchaser any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds are paid or assigned. If the cost of repair is equal to or greater than $5,000,000, if the fire or other casualty is uninsured, or if repair will, in Purchaser’s reasonable estimation, take six (6) months or longer to effectuate, Seller shall promptly notify or Purchaser of such damage. If such damage is not material and will not take more than two may elect to terminate this Agreement by delivering written notice to the other within ten (210) months to repair from days after the date of the casualty, then Seller shall repair Damage Notice (and Closing will be extended as needed to provide for such damage10-day period), in which event the time for Closing shall Deposit will be extended by the length of time reasonably necessary for Seller refunded to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event and the parties shall have no further rights obligations under this Agreement except for those obligations which expressly survive the termination of this Agreement. If Purchaser fails to terminate this Agreement within the 10-day period, Closing will proceed in accordance with the terms of this Agreement for the full Purchase Price, notwithstanding the damage or destruction and liabilities hereunder except Seller will pay or assign to Purchaser at Closing all insurance proceeds, if any, resulting from the casualty and credit to Purchaser any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds are paid or assigned. Notwithstanding anything herein to the contrary, if the fire or other casualty occurs due to the acts or omissions of Purchaser or Purchaser’s employees, subtenants, assignees or agents, then Closing will proceed in accordance with respect the terms of this Agreement for the full Purchase Price, notwithstanding the damage or destruction, and Seller will pay or assign to those matters specifically surviving termination Purchaser at Closing all insurance proceeds, if any, resulting from the casualty and credit to Purchaser any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds are paid or Closing; or (b) assigned. If Purchaser does not elect to proceed to Closing whereupon terminate this Agreement by reason of any casualty, Purchaser shall have the option right to either (i) require Seller to repair such damage, participate in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) adjustment of the square footage of the Premisesinsurance claim and Seller shall not compromise, settle or adjust any damage such claim without Purchaser’s prior written consent (which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, consent may be withheld in Purchaser’s sole and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyabsolute discretion).

Casualty. Seller assumes all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or If any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property Building or any part thereof, suffers thereof is damaged by any damages casualty prior to Closing from fire or other casualtyClosing, Seller shall promptly immediately notify Purchaser Buyer in writing of the same ("Casualty Notice") and if the cost of repairing such damage is: (i) equal to or less than ONE HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($125,000.00), then Seller shall notify Buyer as to such damage. If such damage is not material , and will not take more than two (2) months to repair from Buyer shall elect whether the date of the casualty, then Seller shall repair such damage, and if so, Seller shall restore the damaged Building as promptly as is reasonably possible to as good condition as existed immediately prior to such casualty and in such event Closing shall be deferred until such repair and restoration is substantially completed (but in no event longer than 120 days); or, Buyer may elect to proceed with Closing as set forth herein without repair of the casualty damage and Buyer shall receive an assignment of Seller's rights in any insurance proceeds which remain unpaid to Seller in connection with such casualty and a credit against the Purchase Price in the amount of the deductible under Seller's property casualty insurance coverage for the Building plus any amounts previously paid to Seller as insurance proceeds in connection with such casualty. (ii) greater than ONE HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($125,000.00), then Buyer may elect to terminate this Agreement by giving notice to such effect to Seller not later than the earlier to occur of the last business day prior to Closing or ten (10) business days after receipt of the Casualty Notice (in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money Deposit shall be returned to PurchaserBuyer and neither Seller nor Buyer shall have any further obligations or liabilities one to the other hereunder). If Buyer does not elect to terminate this Agreement as set forth in the preceding sentence, other man $100.00 the parties shall proceed with Closing as set forth herein without repair of the casualty damage and Buyer shall receive an assignment of Seller's rights in any insurance proceeds which remain unpaid to Seller in connection with such casualty and a credit against the Purchase Price in the amount of the deductible under Seller's property casualty insurance coverage for the Building plus any amounts previously paid to Seller as insurance proceeds in connection with such casualty. Notwithstanding the foregoing, in the event any Building, or any portion thereof, which shall be retained is damaged by Seller any casualty, Buyer may terminate this Agreement as independent consideration for its execution to that portion only, subject to renegotiation of the Purchase Price and other relevant terms of this Agreement, in which event . The Casualty Notice shall include a description of the parties shall have no further rights damage to the Building and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have Seller's best estimate of the option to either (i) require Seller cost and time required to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualty.

Casualty. Seller assumes all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. (a) If the Leased Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from thereof shall be damaged or destroyed by fire or other casualty, Seller and if the estimated cost of rebuilding, replacing, and repairing the same shall exceed the limits of the insurance policy required in paragraph 13(a), Lessee shall promptly notify Purchaser Lessor thereof; and (whether or not such estimated cost shall exceed the insurance policy limits Lessee shall, with reasonable promptness and diligence, rebuild, replace, and repair any damage or destruction to the Leased Premises, at its expense, in conformity with paragraph 11(a), in such manner as to restore the same to an economic unit having a fair market value not less than the fair market value of the Leased Premises immediately prior to such damage or destruction. (b) Notwithstanding the provisions of paragraph 14(a), if the Leased Premises shall be substantially damaged or destroyed in any single casualty so that the Leased Premises shall be unsuitable for restoration for Lessee’s continued use and occupancy in Lessee’s business, then, at Lessee’s option and in lieu of rebuilding, replacing, or repairing the Leased Premises as provided herein, Lessee may give notice to Lessor, within 30 days after the occurrence of such damage. If damage or destruction, of Lessee’s intention to terminate this Lease on any business day specified in such damage is notice which occurs not material and will not take less than 60 nor more than two (2) months to repair from 120 days after the date giving of the casualtysuch notice by Lessee. This Lease shall terminate on such termination date, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such date, upon payment by Lessee of all installments of Basic Rent and other sums then due and payable under this Lease to and including such termination date. Lessor shall on such date pay over or Closing; or (b) elect assign all rights to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event receive the proceeds of all any insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller payable in connection with any casualtysuch damage or destruction to Lessor. Lessee shall not be responsible for the repair or replacement of the Leased Premises once Lessee has assigned or paid over to Lessor the insurance proceeds.

Casualty. Seller assumes shall maintain in full force and effect all insurance policies currently covering the Property until Closing, and shall furnish Buyer with copies of the same, if required by Buyer in writing. The risk and liability, of loss or damage to or injury occurring to the Premises and/or Personal Property by from fire, stormflood, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereofwindstorm, suffers any damages prior to Closing from fire or other casualty, shall be borne by Seller until delivery of the General Warranty Deed to Buyer, as contemplated herein. Risk of loss or damage to the Property after delivery of the Warranty Deed shall promptly notify Purchaser of such damagebe borne by Buyer. If such damage is not material and will not take more than two (2) months to repair from If, before the date of Closing, the Property is damaged by any such casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser Buyer shall have the option to: (a) either to terminate this Agreement whereupon Contract or to complete the purchase contemplated hereunder. In the event Buyer elects to terminate this Contract due to casualty as defined in this Section, Buyer shall be entitled to the return of all ▇▇▇▇▇▇▇ Money and Buyer and Seller shall be returned relieved and discharged of further obligations hereunder. If, however, Buyer elects to Purchasercomplete the transaction, other man $100.00 thereof, which there shall be retained by Seller as independent consideration no reduction in the Purchase Price, and, if such option is available through Seller's insurance carrier, Buyer shall be entitled to negotiate for its execution of this Agreementand receive from any insurance carrier or responsible party all insurance proceeds or damages attributable to the casualty, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event including rent loss insurance. At the time of such loss, Seller shall execute and deliver to Buyer all instruments for Closing the assignment and collection of such insurance proceeds and claims for damages. If the policy of insurance requires the building to be reconstructed or restored, there shall be extended no reduction in the purchase price; provided that if the restoration or reconstruction costs are less than the proceeds payable under the policy, the purchase price shall be reduced only by the length difference between the proceeds payable pursuant to the policy and the cost of time reasonably necessary for Seller reconstruction or restoration. If reconstruction or restoration shall be required, it shall be performed to complete such repairs; or (ii) without Seller repairing such damagethe plans and specifications of Buyer, consummate the Closing, except that if Buyer's plans and specifications require an expenditure of money in which latter event excess of the proceeds of all the insurance covering such damage policy, Buyer shall be assigned by Seller to Purchaser at Closing and responsible for the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyexcess cost.

Casualty. Buyer has not terminated this Agreement in accordance with SECTION 10 of this Agreement within the time periods described therein. The conditions precedent set forth in the SECTION 9.1 are solely for the benefit of Buyer and may be waived only by Buyer. Neither Seller assumes all risk and liability, damage nor Buyer shall act or fail to act for the intended purpose of permitting or injury occurring causing any of the foregoing conditions precedent to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummatedfail. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of the casualtyBuyer's Conditions Precedent have not been satisfied on or before the scheduled Closing Date, then Seller shall repair and such damageBuyer's Condition Precedent has not previously been waived by Buyer, Buyer may (i) waive such Buyer's Condition Precedent, in which event the time for Closing shall be extended transaction contemplated by this Agreement will close in accordance with the length of time reasonably necessary for Seller to complete such repairs. If such damage is materialterms hereof, then Purchaser shall have the option to: or (aii) terminate this Agreement whereupon by delivering written notice of such termination (a "TERMINATION NOTICE") on or before the ▇▇▇▇▇▇▇ Money shall be returned to Purchaserscheduled Closing Date. Notwithstanding the foregoing, other man $100.00 thereofif Buyer delivers such a Termination Notice, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option right to either extend the Closing Date for up to seven (i7) require Seller Business Days in order to repair attempt to cause such damageBuyer's Conditions Precedent to be satisfied, in which event the time for Closing right shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or exercised (iiif at all) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller delivering to Purchaser at Closing and the Purchase Price shall be reduced by the amount Buyer written notice of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than such extension within two (2) months Business Days after Seller's receipt of such Termination Notice. If Seller so elects to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondenceextend the Closing Date, and damage reports Seller causes such Buyer's Conditions Precedent to be satisfied on or before the extended Closing Date, then the Closing shall occur on such extended Closing Date; otherwise, Buyer's Termination Notice shall become effective on the date Seller's extension expires. Buyer acknowledges and such agrees that, other information than as reasonably requested by Purchaserexpressly set forth in SECTION 9.1.7, submitted obtaining financing for its purchase of the Property is not a condition precedent to Buyer's obligation to purchase the Property, and Buyer may assume the First Mortgage Loan solely on the terms and conditions set forth in the First Mortgage Loan documents, and Seller and Lender are under no obligation to modify the terms or received conditions of the First Mortgage Loan. Buyer shall take actions required to satisfy the terms and conditions of the First Mortgage Loan documents for the assumption of the First Mortgage Loan to the extent specifically set forth in the documents delivered by Seller to Buyer on or before November 10, 1998. Neither Seller nor its Affiliates shall take actions which would cause Buyer not to satisfy the conditions set forth in connection with any casualtyFirst Mortgage Loan documents for the assumption of the First Mortgage Loan.

Casualty. Seller assumes all risk and liability, damage to or injury occurring Risk of loss to the Premises and/or Personal Property shall be borne entirely by fire, storm, accident or any other casualty or cause Seller until the Closing has been consummatedClosing. If Notwithstanding the Premises and/or Personal Property or any part thereofforegoing, suffers any damages if prior to the Closing from any portion of the Property is damaged, destroyed or lost by fire or other casualtycasualty and the cost to repair such damage exceeds $25,000.00 (a "Substantial Casualty"), Seller shall promptly immediately notify Purchaser Buyer of such damage. If such damage is not material event and will not take more than two (2) months to repair from specify the date amount and terms of the casualtyinsurance proceeds available. In the event of a Substantial Casualty, then either Buyer or Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller may elect to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon by written notice to the ▇▇▇▇▇▇▇ Money other party within ten (10) days after Buyer receives notice of the Substantial Casualty from Seller; provided, however, in the event that only Seller (and not Buyer) elects to terminate this Agreement due to a Substantial Casualty, Seller shall be returned liable to PurchaserBuyer and shall pay Buyer for the Inspection Costs. If either Buyer or Seller elects to terminate this Agreement due to a Substantial Casualty, other man $100.00 thereofexcept as otherwise provided herein, which neither Buyer nor Seller shall have any further right, duty or obligation under this Agreement. If Buyer and Seller elect to close the purchase and sale contemplated herein, Buyer shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect entitled to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser receive at Closing and a credit against the Purchase Price shall be reduced by in an amount equal to any insurance proceeds which have been paid to Seller (together with the amount of any deductible under Seller's casualty policy) and co-an assignment of the rights to any further insurance and/or recovery to which Seller is or may be entitled. Seller shall execute such assignment and any amounts retained by Seller’s lenderother applicable documents as Buyer or the applicable insurer may require to effect the assignment to Buyer of such insurance proceeds. For purposes hereof, “material” Seller shall be deemed to mean any promptly repair and restore all damage to more than three percent (3%) of the square footage of Property arising from any casualty that is not a Substantial Casualty, with such repairs and restoration to be completed in all events before the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyClosing Date.

Casualty. Seller assumes all risk If, at any time after the Effective Date and liabilityprior to Closing or earlier termination of this Agreement, damage to the Assets or injury occurring to the Premises and/or Personal Property any portion thereof is damaged or destroyed by fire, storm, accident fire or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty(a “Casualty”), Seller shall give written notice of each such Casualty to Purchaser promptly notify Purchaser after the occurrence of such damage. If such damage is not material Casualty, and will not take more than two (2) months to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: right to elect, by providing written notice to Seller within thirty (a30) days after Purchaser’s receipt of Seller’s written notice of such Casualty, to (i) terminate this Agreement whereupon in its entirety, (ii) terminate this Agreement with respect to those Assets which are the ▇▇▇▇▇▇▇ Money subject of the Casualty and receive a corresponding reduction in the Purchase Price, or (iii) proceed to Closing, without terminating this Agreement in any respect, in which case Seller shall (A) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible plus any uninsured amount of the repair or restoration cost, and (z) the reasonable estimated costs for the repair or restoration of the Real Property required by such Casualty, and (B) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and other applicable insurance policies maintained by Seller with respect to the Assets. If Purchaser fails to provide written notice of its election to Seller within such thirty (30) day time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (iii) of this preceding sentence. If the Closing is scheduled to occur within Purchaser’s thirty (30) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such thirty (30) day election period. In the event that Purchaser terminates this Agreement pursuant to this Section 11.1, the Deposit shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualty.

Casualty. Seller assumes In the event that all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty "substantial portion" of the Property shall be damaged or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from destroyed by fire or other casualtycasualty after the Effective Date and before the Closing Date, Buyer may, at its option, terminate this Agreement by written notice thereof to Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two within ten (210) months to repair from the date days after Seller notifies Buyer of the casualty, then Seller shall repair such damagecasualty and the availability and amount of insurance proceeds, in which event Buyer shall receive an immediate refund of the time for Closing ▇▇▇▇▇▇▇ Money. In the event Buyer does not terminate this Agreement as described above, it shall be extended deemed to have elected to proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall deliver to Buyer at the Closing any insurance proceeds actually received by Seller attributable to the length Property from such casualty, including, to the extent available, all rental interruption insurance attributable to the period after the Closing, or assign to Buyer all of time reasonably necessary for Seller Seller's right, title and interest in any claim (or in the proceeds thereof if such assignment of such claim is not permitted) under any applicable insurance policies in respect of such casualty (including, to complete the extent available, all rental interruption insurance attributable to the period after the Closing), together with an amount equal to the deductible(s), if any, applicable to such repairsloss under the insurance policy(ies), and there shall be no reduction in the Purchase Price. If such damage is materialthe casualty loss does not involve a "substantial portion" of the Property, as defined herein, then Purchaser 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) subject to the provisions of the Deed of Trust, deliver to Buyer at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty, or (iii) assign to Buyer all of Seller's right, title, and interest in any claim (or in the proceeds thereof if such assignment of such claim is not permitted). Notwithstanding anything contained herein to the contrary, in the event such repair or damages cannot be accomplished 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), Buyer shall have the right and option to: to (a) terminate this Agreement whereupon Agreement, in which event, the ▇▇▇▇▇▇▇ Money shall will be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; Buyer or (b) elect waive the right to proceed to Closing whereupon Purchaser shall have the option to either (i) require terminate and take an assignment of whatever rights Seller to repair such damagemay have, in which event the time for Closing event, this transaction shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage consummated and there shall be assigned by Seller to Purchaser at Closing and no reduction in the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyPrice.

Casualty. Seller assumes all risk and liability, damage to or injury occurring Prior to the Premises and/or Personal Property Closing Date, and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by fire, storm, accident fire or any other casualty or cause until shall be borne and assumed by Seller, except as otherwise provided in this subsection 15. Until the Closing has been consummatedoccurred, Seller shall keep all insurance policies in effect with respect to the Property. If If, prior to the Premises and/or Personal Property or Closing Date, any part thereof, suffers any damages prior to Closing from of the Property is damaged or destroyed by fire or other casualty, Seller shall promptly immediately notify Purchaser of such damagefact. If such damage or destruction is not material and will not take more than two (2) months to repair from the date of the casualtyas defined below), then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either terminate this Agreement upon written notice to Seller given not later than thirty (i30) require Seller to repair such damage, in which event the time for Closing shall be extended by the length days after receipt of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lendernotice. For purposes hereof, hereof “material” shall be deemed to mean be any uninsured damage or destruction to the Property (except that a casualty shall not be deemed uninsured solely because all, or a portion of, the cost of the casualty is subjected to a deductible) or any insured damage or destruction (i) where the cost of repair or replacement is estimated, in Purchaser’s good faith judgment, to be Thirty-Five Thousand and No/100 or more for the Improvements, or (ii) where the repair or replacement is estimated, in Purchaser’s good faith judgment, to require more than three percent one hundred twenty (3%120) days to repair. If Purchaser does not exercise this option to terminate this Agreement, or if the casualty is not material, neither party shall have the right to terminate this Agreement, and the parties shall proceed to the Closing pursuant to the terms hereof without modification of the square footage terms of the Premises, this Agreement and without any damage which will cost more than three percent (3%) of reduction in the Purchase Price but, Seller, at Closing, shall assign to replace and/or Purchaser, and Purchaser shall be entitled to receive and keep, all insurance proceeds payable with respect to such casualty, plus Seller shall pay over to Purchaser the sum of (a) all insurance proceeds previously paid to Seller with respect to such casualty (other than amounts expended by Seller for emergency repairs or for repairs which are approved in writing by Purchaser) and (b) an amount equal to the deductible amount with respect to the insurance. In such event, Seller shall not be obligated to repair or any damage which will take more than two (2) months restore the Property. If Purchaser does not elect to replace and/or repair. Seller agrees to provide to Purchaser copies terminate this Agreement by reason of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualty, Purchaser shall have the right to participate in any adjustment of the insurance claim and, in such event, Purchaser and Seller shall cooperate each with the other in good faith.

Casualty. Seller assumes all risk and liability, In the event a casualty results in damage to or injury occurring any Property that would give a Tenant the right to, and Tenant does, deliver notice to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until applicable Owner to terminate its Lease and such terminated Lease(s) results in a reduction of net operating income in an amount greater than Seven Million Five Hundred Thousand Dollars ($7,500,000.00) in the Closing has been consummated. If aggregate for all Properties (measured on the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from current in place net operating income for the date Properties as of the casualtyEffective Date), then Seller shall repair such damagePurchaser will have the option, exercisable within fifteen (15) days after receipt of Seller's notice that Tenant has cancelled the Lease, of either (i) declaring this Agreement terminated in which event the time for Closing shall be extended by Title Company will refund to Purchaser the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate entire Deposit whereupon this Agreement whereupon and all rights of the ▇▇▇▇▇▇▇ Money shall Purchaser hereunder will terminate and neither Seller nor Purchaser will have any further claim against the other, except that Purchaser will continue to be returned to Purchaserliable for the Surviving Obligations, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without closing in accordance with this Agreement and paying in full the Sales Price, except as set forth below. If Purchaser fails to timely make an election pursuant to the foregoing sentence, Purchaser will be deemed to have elected to proceed with the purchase of the Interests in accordance with clause (ii) above. If Purchaser elects or is deemed to have elected to proceed with the purchase of the Interests or in the event of any other casualty to the Properties, Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage and Purchaser shall be assigned by proceed to close under this Agreement and Seller will assign to Purchaser at Closing Seller’s rights under any insurance policies to receive insurance proceeds due Seller as a result of such damage or destruction (other than reasonable costs of collection of such proceeds and amounts expended by Seller to secure the Purchase Price Properties safely or to repair the Properties) and Purchaser shall be reduced by assume responsibility (subject to Tenant’s obligations under the amount of Leases) to repair the Properties. The Purchaser also shall receive a credit at Closing for any deductible required by any Lease or Ground Lease to be paid by any Owner under said insurance policies and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed not expended to mean any damage to more than three percent (3%) of secure or repair the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyProperties.

Casualty. Seller assumes all risk and liability, damage to If a Site is damaged or injury destroyed by fire or other casualty event (“Casualty”) first occurring after the Effective Date but prior to the Premises and/or Personal Property by fireClosing of such Site, storm, accident or any other casualty or cause until the Closing has been consummatedSeller will provide written notice to Buyer of such Casualty promptly following Seller’s receipt of actual knowledge of such Casualty. If the Premises and/or Personal Property Site is “materially damaged or destroyed” (as defined below) by such Casualty, Buyer may designate such Site as a Supplemental Excluded Site by written notice given to Seller within ten (10) Business Days after Buyer receives notice of the occurrence of such Casualty, and it will be excluded from the transaction as provided in Section 1.6 above. If the Site is not deemed “materially damaged or destroyed,” or if it is but the Site is not timely designated as a Supplemental Excluded Site by Buyer, then Buyer will remain bound to purchase the Site for the full Allocated Purchase Price pursuant (and subject) to the terms of this Agreement, without regard to the occurrence or effects of the Casualty; provided that (a) if one or more of the Tenants is responsible under its applicable Lease for insuring all or any part thereofportion of the Site suffering the Casualty, suffers then at the Closing for such Site Seller will assign to Buyer Seller’s interest in the property insurance proceeds payable to Seller (if any) under each such Tenant’s insurance for the restoration of the physical damage to such Site, and/or (b) if Seller is responsible under one or more of the applicable Leases for insuring the Site suffering the Casualty, then at the Closing for such Site Seller will provide Buyer with a credit against the Purchase Price equal to the amount of any damages property insurance proceeds that would be payable to Seller under Seller’s insurance for the repair of the physical damage to such Site, plus any deductible amount applicable thereto, net of any costs and expenses reasonably incurred by Seller prior to Closing from fire in connection with the Casualty. For purposes of this Section, a Site that is subject to a Casualty shall be deemed “materially damaged or other casualtydestroyed” only if (i) the Landlord is responsible under one or more of the applicable Leases for insuring or restoring all or any portion of the Site damaged or destroyed by such Casualty, Seller shall promptly notify Purchaser of but (x) the insurance proceeds amount (including applicable deductible) that would be credited to Buyer as provided above for such damage. If such damage Site is not material reasonably sufficient to fund any repairs Buyer would be required to pay for or make to return such Site to a condition substantially as good as existed immediately prior to the Casualty, and will (y) Seller does not take more than two agree (2in Seller’s sole and absolute discretion) months to repair from pay or credit Buyer for the date of anticipated shortfall as reasonably agreed by Seller and Buyer; (ii) any Major Tenant has the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller express right to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned rent under its applicable Lease, such abatement would continue beyond the scheduled Closing Date for such Site, and Seller does not agree (in Seller’s sole and absolute discretion) to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration pay or credit Buyer for its execution the full amount of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closingsuch post-Closing rental abatement; or (biii) elect any Major Tenant has the express right to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) terminate its applicable Lease as a result of the square footage Casualty affecting such Site, unless waived in writing by such Major Tenant. Agreement of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualty.SaleCMFT Portfolio 32

Casualty. Seller assumes all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property Improvements, or any part thereof, suffers any damages damage or causes a loss in rent payable equal to or in excess of $1,000,000.00 per individual Property, as determined by Purchaser in its reasonable discretion or there is an uninsured loss at a Property in excess of $1,000,000.00 (a “Damaged Property”), prior to the Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months may either at or prior to repair from the date of the casualtyClosing, then Seller shall repair such damageby written notice to Seller, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller elect to complete such repairs. If such damage is material, then Purchaser shall have the option to: either (a) terminate this Agreement whereupon with respect to the Damaged Property and promptly receive a refund of a percentage of the ▇▇▇▇▇▇▇ Money equal to the quotient (expressed as a percentage) of the Allocated Purchase Price of such terminated Damaged Property divided by the total Purchase Price, and neither party shall have any further rights or obligations hereunder with respect to the sale and purchase of the Damaged Property except for 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 with respect to the Damaged Property shall be assigned to Purchaser at the Closing and there shall be no reduction in the Purchase Price (except, however, Purchaser shall receive at Closing a credit equal to Seller’s deductible with respect to the Damaged Property). If there are two or more Damaged Properties and provided Purchaser has not elected to terminate the Agreement with respect to more than one Property, either Purchaser or Seller may terminate the Agreement in its entirety, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Purchaser and Purchaser and Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights or obligations under this Agreement except for the Surviving Obligations. If the Improvements, or any part thereof, suffers any damage and liabilities hereunder except loss in rent payable less than the $1,000,000.00 threshold and there is no uninsured loss less than $1,000,000.00 for which Seller does not agree to be responsible, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, and there shall be no reduction in the Purchase Price (except, however, Purchaser shall receive at Closing a credit equal to Seller’s deductible with respect to those matters specifically surviving termination or Closing; or (b) elect the damaged Property and the amount of any uninsured loss less than $1,000,000.00, if any). In the event Purchaser terminates this Agreement with respect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damagea Damaged Property, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount allocated to the Damaged Property in Section 2.1 and set forth on Exhibit “N” attached hereto on the Effective Date, and the parties’ rights and obligations hereunder shall remain and continue with respect to the sale and purchase of the remainder of the Property. Seller shall provide written notice to Purchaser of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent fire or casualty at the Property within ten (3%10) business days of the square footage such fire of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualty.

Casualty. (a) Seller assumes all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or shall give Purchaser prompt notice of any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty affecting the Property. Purchaser or its designated agents may enter upon the Property from time to time during normal business hours and upon advance notice to Seller in accordance with this Agreement for the purpose of inspecting any such casualty. (b) If prior to the applicable Closing there occurs damage to the Property caused by fire or other insured casualty, then in any such event, Purchaser will have no right to terminate this Agreement, but Seller shall work with Purchaser to assist in the realization by Project Owner of any casualty insurance proceeds which may be payable to Project Owner, as the owner of the Property, on account of any such occurrence (excluding amounts attributable to any damage that has been repaired prior to Closing), specifically including the proceeds of any business interruption or loss of rental insurance attributable to the period after Closing. In addition, Seller shall promptly notify Purchaser credit the Purchase Price with the amount of such damage. any deductible under any of Project Owner’s insurance policy(ies). (c) If prior to the Closing there occurs damage to the Property caused by fire or other casualty and such damage is not material and will not take more than two (2) months to repair from the date of the casualtyeither uninsured or under insured, then Seller shall repair such damage, in which event the time for Closing shall be extended as reasonably determined by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by and Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect elects not to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller pay to repair such damage, then in which event any such event, Purchaser may, at its option elect to terminate this Agreement, by written notice to Seller within 30 days after the time for date of Seller’s notice to Purchaser of the uninsured or under insured casualty. If Purchaser fails to terminate this Agreement, then the Closing shall be extended by will take place as provided herein without reduction of the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damagePurchase Price, consummate the Closingand, in the case of an under insured casualty, Seller shall work with Purchaser to assist in the realization by Project Owner of any casualty insurance proceeds which latter event may be payable to Project Owner, as the owner of the Property, on account of any such occurrence (excluding amounts attributable to any damage that has been repaired prior to Closing), specifically including the proceeds of all any business interruption or loss of rental insurance covering such damage attributable to the period after Closing. In addition, Seller shall be assigned by Seller to Purchaser at Closing and credit the Purchase Price shall be reduced by with the amount of any deductible and co-under any of Project Owner’s insurance and policy(ies) (excluding amounts attributable to any amounts retained by Seller’s lenderdamage that has been repaired prior to Closing). For purposes hereof, “material” Damage shall be deemed to mean any be under insured if the insurance proceeds are not sufficient to fully repair or restore the damage to more than three percent substantially the same condition that existed immediately prior to such fire or other casualty or if the insurance proceeds (3%after taking into account any deductible provided for in such insurance policy(ies)) are not made available to the Seller or the Project Owner (for example, if the Senior Lender requires such proceeds to be applied against the outstanding balance of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyConstruction Loan).

Casualty. Seller assumes all (a) Prior to the Closing, the risk and liability, of loss or damage to or injury occurring to the Premises and/or Personal Property by fire, stormearthquake, accident hurricane or any other casualty or cause until the Closing has been consummatedshall be borne by Seller. If damage, loss or destruction of the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire by fire, earthquake, hurricane or other casualty, occurs prior to the Closing, Seller shall promptly notify Purchaser of such damage. If such , loss or destruction. (b) Seller agrees to maintain in full force and effect until the Closing, the fire and extended coverage insurance policies now in effect on the Property (or substitute policies in equal or greater amounts), including coverage for loss of rental income as a result of damage is not material and will not take more than two (2) months to repair from the date or destruction of the casualtyProperty or any portion thereof. (c) In the event the Improvements or any of the items constituting the Personal Property should be damaged by any casualty prior to Closing, and if the cost of repairing such damage, as estimated by Seller’s insurance adjustor, is: (1) less than Two Hundred Fifty Thousand and NO/100 Dollars ($250,000.00), then Seller shall repair assign to Purchaser, at Closing, all insurance proceeds payable for such damage or pay all such proceeds to Purchaser when received (which obligation shall survive Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of (A) any deductible required by Seller’s insurance policies and the sale shall be closed without Seller’s repairing such damage, and (B) all business interruption insurance proceeds that are actually available to Seller and are actually paid to or for account of Seller, notwithstanding the prior occurrence of the Closing and the cancellation of Seller’s insurance, and which are attributable to the periods subsequent to the Closing for apartments units which are uninhabitable as of the Closing Date and Seller shall also assign to Purchaser the right to pursue a claim against the insurance company in which event connection Exhibit A-16 therewith, to the time for Closing extent Seller has such a right and said right may be assigned; provided, however, Seller shall be extended obligated to make such emergency repairs as are necessary to prevent further damage to the Property or injury to any person or as otherwise required by the length of time reasonably necessary Seller’s existing mortgage lender, and Seller may use insurance proceeds for Seller this limited purpose; or (2) if said cost is equal to complete such repairs. If such damage is materialor more than Two Hundred Fifty Thousand and NO/100 Dollars ($250,000.00), then Purchaser shall have the option to: (a) may elect to terminate this Agreement by giving written notice of termination to Seller within fifteen (15) business days after Seller’s notice to Purchaser of the occurrence of the casualty (whereupon all of the ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser by the Title Company); and if Purchaser does not elect to terminate this Agreement, Seller shall assign to Purchaser, other man $100.00 thereofat Closing, all insurance proceeds payable for such damage or pay all such proceeds to Purchaser when received (which obligation shall be retained by Seller as independent consideration for its execution of this Agreementsurvive Closing), in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have receive a credit against the option Purchase Price in the amount of (A) any deductible required by Seller’s insurance policies, and (B) all business interruption insurance proceeds that are actually available to either (i) require Seller and are actually paid to repair such damageor for account of Seller, in which event notwithstanding the time for Closing shall be extended by prior occurrence of the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price cancellation of Seller’s insurance, and which are attributable to the periods subsequent to the Closing for apartments units which are uninhabitable as of the Closing Date and Seller shall also assign to Purchaser the right to pursue a claim against the insurance company in connection therewith, to the extent Seller has such a right and said right may be assigned; provided, however, Seller shall be reduced by obligated to make such emergency repairs as are necessary to prevent further damage to the amount of Property or injury to any deductible and co-insurance and any amounts retained person thereon or as otherwise required by Seller’s existing mortgage lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtymay use insurance proceeds for this limited purpose.

Casualty. Seller assumes all risk and liability, In the event of physical damage to a Property or injury occurring destruction thereof due to the Premises and/or Personal Property by firea casualty (a "Casualty"), storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property affecting all or any part thereofof a Property, suffers without fault of Buyer, prior to the Closing Date, Seller and Buyer agree as follows with respect to such damage or destruction, specifically exclusive of non-physical losses such as business losses incidental thereto: (a) If, prior to the Closing Date, a Property is damaged due to a Casualty and the cost of repairing such damage, as is reasonably determined by an independent engineer and appraiser selected by Seller (the "Repair Cost") is less than One Million and 00/100 Dollars ($1,000,000.00), then Seller and Buyer shall proceed to close the sale of all of the Property without any damages abatement of the Purchase Price, provided however that Seller shall, at Seller's election, either: (i) repair the Casualty to such Property prior to Closing from fire at Seller's expense or other casualty(ii) assign to Buyer at Closing, without recourse or warranty of any nature whatsoever, all of Seller's right, title and interest in and to any casualty insurance policies covering such Casualty with respect to the Property, and Seller shall promptly notify Purchaser pay to Buyer the deductible plus any uninsured amounts plus all payments theretofore made by such insurers as a result of such damage. If such damage loss after deducting therefrom the costs of collection thereof (an "Assignment of Proceeds"). (b) If, prior to the Closing Date, any Property is not material damaged due to a Casualty and will not take more than two the Repair Cost equals or exceeds One Million and 00/100 Dollars (2) months to repair from the date of the casualty$1,000,000.00), then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (ai) repair the Casualty to such Property prior to Closing or (ii) terminate this Agreement whereupon the in its entirety, upon which termination, provided that Buyer is not in default hereunder, Buyer's Earnest Money shall be returned to Buyer. Notwithstan▇▇▇▇ ▇▇ything herein to the contrary, Seller shall have the right to adjourn the Closing Date as to such Property for such reasonable period as shall be necessary to repair any such Casualty, not to exceed one hundred eighty (180) days. (c) If more than one Property is to be acquired pursuant to this Agreement and the Repair Cost as to a particular Property equals or exceeds One Million and 00/100 Dollars ($1,000,000.00) such damaged Property may, at Seller's election, be removed from this Agreement and this Agreement terminated as to such Property, upon written notice from Seller to Buyer. In the event of such a termination, provided that Buyer is not in default hereunder, Buyer's Allocated Earnest Money as to such Property shall be returned to ▇▇▇▇▇ Money shall be returned at Closing. If Seller elects to Purchaserremove a Property from this Agreement and terminate this Agreement as to such Property, other man $100.00 thereofor to terminate this Agreement in its entirety due to a Casualty as described in this Section 4.1, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties then Buyer shall have no further rights and liabilities hereunder except the option, to be exercised by delivering written notice to Seller of such election within ten days after Buyer's receipt of written notice of Seller's election, to accept all of the Property together with an Assignment of Proceeds with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyaffected Property.

Casualty. Seller assumes all The risk and liabilityof loss, damage to or injury occurring destruction to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages Assets shall be on Sellers prior to Closing from and on Buyers thereafter. If, prior to the Closing, any material portion of the Assets shall be damaged or destroyed by fire or other casualtycasualty (collectively, Seller “Casualty”), Sellers shall promptly notify Purchaser deliver to Buyers written notice (“Casualty Loss Notice”) of such damageCasualty together with Sellers’ determination as to whether the damage constitutes a Material Damage. If Buyers and Sellers shall cooperate to repair or replace the Assets affected by such Casualty as promptly as practicable in a manner reasonably acceptable to both Buyers and Sellers, provided that the cost of such repairs or replacement shall be borne by Sellers. For the purposes of this Section 12.12 only, “Material Damage” shall mean damage to the Assets which is of such nature that the cost of restoring the same to their condition prior to the Casualty will, in Sellers’ reasonable determination, exceed $5,000,000, whether or not such damage is not material and will not take more than two (2) months to repair from the date of the casualtycovered by insurance, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two would reduce the value of either the Assets by $5,000,000 or more. If, prior to the Closing, the Assets sustain Material Damage by a Casualty, Buyers may, at Buyers’ option, terminate this Agreement by delivering written notice thereof to Sellers within fifteen (215) months business days after Buyers’ receipt of the Casualty Loss Notice. If the Assets shall be damaged by a Casualty which is not a Material Damage, or if the Assets sustain Material Damage by a Casualty, but the Buyers elect not to replace and/or repair. Seller agrees terminate the Agreement as a result thereof, then the parties shall proceed to provide the Closing and the Sellers shall (at the Closing) assign to Purchaser copies Buyers all of all claims, correspondenceSellers’ rights in and to any insurance proceeds which may become available as a result of the Casualty at issue, and damage reports Sellers shall remain obligated to pay any deductible relating to the claim. If Buyers elect to terminate this Agreement under this Section 12.12, the entire Escrow Amount and such other information all interest thereon shall be promptly returned to Buyers, and thereafter neither party shall have any further rights or obligations hereunder, except as reasonably requested by Purchaser, submitted to or received by Seller otherwise specifically provided in connection with any casualtythis Agreement.

Casualty. Seller assumes (A) If all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty Substantial Portion (as defined in SECTION 9.2(B)) of the Property shall be damaged or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from destroyed by fire or other casualtycasualty prior to Closing, then Purchaser may terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the casualty (which notice Seller shall promptly notify deliver to Purchaser within ten (10) days of such damageSeller's receipt thereof). If such damage is Purchaser does not material and will not take more than two (2) months to repair from the date of the casualtyterminate this Contract as aforesaid, then Seller both parties shall repair such damageproceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in SECTION 9.2(B) hereof, deliver to Purchaser at the time Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty (except for proceeds previously used to repair the Property) and assign to Purchaser all of Seller's right, title and interest in and to any claims which Seller may have under the insurance policies covering the Property, and Purchaser shall receive a proration credit at Closing in the aggregate amount of any deductible and there shall be extended by no reduction in the length of time reasonably necessary for Seller to complete such repairsPurchase Price. If such damage is materialless than a Substantial Portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights proceed in accordance with the second sentence in this SECTION 9.2(A). (B) For the purposes of SECTION 9.2(A), a "Substantial Portion@ of the Property shall be deemed to be any portion of the Property with either a fair market value or replacement cost in an amount equal to or greater than $250,000. Notwithstanding anything in SECTION 9.2(A) to the contrary, if Purchaser has not timely elected to terminate in accordance with SECTION 9.2(A), and liabilities hereunder except if the proceeds payable with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair Property as a result of casualty exceed the Purchase Price for the Property, then the portion of such damage, proceeds in which event the time for Closing shall be extended by the length excess of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide paid to Purchaser copies at the Closing. The foregoing provision shall survive the Closing and the termination of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtythis Contract forever.

Casualty. Seller assumes all risk and liability, In the event a casualty results in damage to or injury occurring any Property that would give a Tenant the right to, and Tenant does, deliver notice to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until applicable Owner to terminate its Lease and such terminated Lease(s) results in a reduction of net operating income in an amount greater than Seven Million Five Hundred Thousand Dollars ($7,500,000.00) in the Closing has been consummated. If aggregate for all Properties (measured on the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from current in place net operating income for the date Properties as of the casualtyEffective Date), then Seller shall repair such damagePurchaser will have the option, exercisable within fifteen (15) days after receipt of Seller's notice that Tenant has cancelled the Lease, of either (i) declaring this Agreement terminated in which event the time for Closing shall be extended by Title Company will refund to Purchaser the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate entire Deposit whereupon this Agreement whereupon and all rights of the ▇▇▇▇▇▇▇ Money shall Purchaser hereunder will terminate and neither Seller nor Purchaser will have any further claim against the other, except that Purchaser will continue to be returned to Purchaserliable for the Surviving Obligations, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without closing in accordance with this Agreement and paying 25 in full the Sales Price, except as set forth below. If Purchaser fails to timely make an election pursuant to the foregoing sentence, Purchaser will be deemed to have elected to proceed with the purchase of the Interests in accordance with clause (ii) above. If Purchaser elects or is deemed to have elected to proceed with the purchase of the Interests or in the event of any other casualty to the Properties, Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage and Purchaser shall be assigned by proceed to close under this Agreement and Seller will assign to Purchaser at Closing Seller’s rights under any insurance policies to receive insurance proceeds due Seller as a result of such damage or destruction (other than reasonable costs of collection of such proceeds and amounts expended by Seller to secure the Purchase Price Properties safely or to repair the Properties) and Purchaser shall be reduced by assume responsibility (subject to Tenant’s obligations under the amount of Leases) to repair the Properties. The Purchaser also shall receive a credit at Closing for any deductible required by any Lease to be paid by any Owner under said insurance policies and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed not expended to mean any damage to more than three percent (3%) of secure or repair the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyProperties.

Casualty. Seller assumes all shall keep in effect until Closing its present hazard insurance. The risk and liability, damage to of any loss by fire or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until by the Closing has been consummated. If taking of the Subject Premises and/or Personal Property or any part thereofthereof by eminent domain shall be assumed solely by Seller until Closing; provided, suffers however, if all or any damages prior to Closing from part of the Improvements are damaged by fire or other casualtycasualty occurring on or after the Effective Date and prior to the Closing Date, Seller shall promptly notify Purchaser of such damage. If whether or not such damage is not affects a material and will not take more than two (2) months to repair from the date part of the casualtyImprovements, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: then: (a) terminate this Agreement whereupon if the ▇▇▇▇▇▇▇ Money shall be returned estimated cost of repair or restoration is less than or equal to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three five percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (35%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondencePrice, and the casualty is fully covered by insurance (other than the deductible with respect thereto), neither party shall have the right to terminate this Agreement and the parties shall nonetheless consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price. In such event, (A) Seller shall assign to Buyer and Buyer shall have the right to make a claim for and to retain all of Seller’s interest in Seller’s casualty insurance policies including, without limitation, any casualty insurance proceeds received or receivable under the casualty insurance policies in effect with respect to the Subject Premises on account of such physical damage reports or destruction, (B) Buyer shall receive a credit against the cash due at Closing for the amount of the deductible on such casualty insurance policy and such other information as reasonably requested by Purchaser, submitted (C) Seller shall deliver to or Buyer any insurance proceeds theretofore received by Seller less the amounts reasonably and actually expended by Seller to collect any such insurance proceeds or to remedy any unsafe conditions at the Subject Premises in connection compliance with the applicable law. (b) if the estimated cost of repair or restoration exceeds five percent (5%) of the Purchase Price, or the casualty is not fully covered by insurance (other than the deductible with respect thereto), Buyer shall have the option, exercisable on or prior to the Casualty Election Date (as defined below), time being of the essence, to terminate this Agreement by delivering notice of such termination to Seller, whereupon the Option Deposit shall be returned to Buyer and this Agreement shall be deemed canceled and of no further force or effect, and neither party shall have any casualtyfurther rights or liabilities against or to the other in respect thereof except for such provisions which are expressly provided in this Agreement to survive the termination hereof. If a fire or other casualty described in this Section 12.01(b) shall occur and Buyer shall not timely elect to terminate this Agreement, then Buyer and Seller shall consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price. In such event, (A) Seller shall assign to Buyer and Buyer shall have the right to make a claim for and to retain all of Seller’s interest in Seller’s casualty insurance policies including without limitation, any casualty insurance proceeds received or receivable under the casualty insurance policies in effect with respect to the Subject Premises on account of such physical damage or destruction, (B) Buyer shall receive a credit against the cash due at Closing for the amount of the deductible on such casualty insurance policy and (C) Seller shall deliver to Buyer any insurance proceeds theretofore received by Seller less the amounts reasonably and actually expended by Seller to collect any such insurance proceeds or to remedy any unsafe conditions at the Subject Premises in compliance with applicable law. (c) The estimated cost to repair and/or restore shall be established by estimates obtained from independent contractors jointly selected by Buyer and Seller, each acting reasonably. (d) The provisions of this Section 12.01 supersede any law applicable to the Subject Premises governing the effect of fire or other casualty in contracts for real property. Any disputes under this Section 12.01 as to the cost of repair or restoration or the time for completion of such repair or restoration shall be resolved by expedited arbitration in accordance with Exhibit “C”.

Casualty. Seller assumes all risk and liability, damage to or injury occurring to the Premises and/or Personal If any Property is damaged by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material casualty prior to the Implementation Date and will not take more than two (2) months the cost to repair from the date would exceed twenty-five percent (25%) of the casualtyvalue of the retail space for such Property, then either Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then or Purchaser shall have the option to: (a) may terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except but only with respect to those matters specifically surviving termination the Property that is affected by such casualty, by written notice to Seller given on or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have before the option to either earlier of (i) require Seller to repair twenty (20) days following such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; casualty or (ii) without Seller repairing the Implementation Date. In the event of such damagetermination, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing exhibits and the Purchase Price shall be reduced by the amount of any deductible schedules hereto and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” definitions herein shall be deemed modified to mean any damage remove such affected Property. If neither Seller or Purchaser are entitled to more than three percent terminate this Agreement with respect to the affected Property pursuant to the foregoing (3%or otherwise under this Agreement) of or, either Seller or Purchaser are so entitled to terminate this Agreement, but do not elect to do so, then the square footage of Property shall be delivered to Purchaser on the PremisesImplementation Date, any damage which will cost more than three percent (3%) including, without limitation, without abatement of the Purchase Price and with Seller’s delivery of the Lease, executed by Seller, for the affected Property, and Seller shall assign and transfer to replace and/or Purchaser on the Implementation Date, without warranty or recourse, (A) all of Seller’s right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty (less Seller’s reasonable costs of collection thereof and, provided that Seller obtained Purchaser’s prior written approval therefor, the reasonable amounts spent by Seller toward the restoration or repair of the Property, as supported by reasonable evidence of such expenditures provided to Purchaser), and (B) all of Seller’s rights under any contract with respect to any restoration or any damage which will take more than two (2) months to replace and/or repair. Seller agrees shall credit Purchaser the amount of the deductible except to provide the extent that Seller has already expended the deductible on the aforementioned restoration or repair costs, as supported by reasonable evidence of such expenditures provided to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualty.

Casualty. Seller assumes all risk and liability, damage to (a) If the leased premises or injury occurring to the Premises and/or Personal Property any part thereof shall be damaged or destroyed by fire, storm, accident fire or any other casualty cause, Tenant shall immediately notify Lessor and the Trustee of such destruction or cause until damage. Tenant expressly waives the Closing has been consummated. If provisions of any present or future law relating to such damage or destruction and agrees that the Premises and/or Personal Property provisions of this Lease shall control the rights of Lessor and Tenant. (b) Subject to the further provisions of this SECTION 12, there shall be no abatement of rent pending repairs or rebuilding occasioned by any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller except to the extent to which Lessor shall promptly notify Purchaser have received a net sum as proceeds of any rent insurance with respect to such damage. casualty. (c) If such damage is not material and will not take more than two (2) months to repair from at the date time of any casualty the Agreement shall be in effect, the provisions of SUBSECTION 7.2 of the casualty, then Seller Agreement shall repair such damage, in which event apply and the time for Closing Tenant shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser perform Lessor's obligations and shall have the option toright to exercise Lessor's elections thereunder. If as a result of such damage or destruction the Tenant elects not to repair the Project and provides the Trustee on behalf of the Lessor, and as a payment of additional rent to Lessor, applicable as provided in SECTION 23 hereof, with funds equal to the unpaid balance of the purchase price of the Project payable under said SUBSECTION 7.2, it may terminate this Lease after all principal of, premium, if any, and interest on the Bonds have been paid in full or provision for such payment shall have been made in accordance with the Indenture. (d) If the Agreement shall not then be in effect and the leased premises shall be substantially damaged or destroyed in any single casualty from any cause whatsoever so that the leased premises could not be restored to their condition immediately preceding such casualty within 120 days of the casualty as such period is determined by Tenant, then Tenant may give written notice to Lessor and the Trustee within 30 days after the occurrence of such casualty of Tenant's intention to terminate this Lease. Such notice shall be signed by an authorized employee of Tenant, and shall: (ai) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereofspecify such termination date, which shall be retained by Seller as independent consideration for its execution the first day of this Agreement, in which event any month occurring not less than 30 days after the parties shall have no further rights delivery of such notice; and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing contain a certification by Tenant, signed by an authorized employee, to the effect that the leased premises have suffered such damagea casualty. In such event, consummate the Closingthis Lease and all obligations hereunder shall terminate on such termination date, in which latter event the proceeds but only upon payment by Tenant of all insurance covering rent and other sums due and payable by it under this Lease to and including such termination date, and provided that all the principal of, premium, if any, and interest on the Bonds and all expenses of the Trustee shall have been paid in full or provision for such payment shall have been made in accordance with the pro visions of the Indenture. If all or any portion of the leased premises shall be damaged or destroyed by any fire or any other cause and this lease is not terminated as provided in this SUBSECTION (D), then this Lease shall continue in full force and effect without any abatement of rent, and Lessor shall promptly and diligently after any such damage shall be assigned by Seller or destruction and, at its own cost and expense, repair and restore the leased premises to Purchaser at Closing and a condition substantially equivalent to its condition prior to the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any event causing such damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtydestruction.

Casualty. Seller assumes all risk and liability, damage to or injury occurring to If a “material” part (as hereinafter defined) of the Premises and/or Personal Property is damaged or destroyed by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of the casualtyfact and, then Seller shall repair such damageexcept as hereinafter provided, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser either party shall have the option to either terminate this Agreement upon notice to the other party given not later than five (5) days after receipt of Seller’s notice. If this Agreement is so terminated, the provisions of Section 16(d) shall apply. Notwithstanding the foregoing, if a “material” part of the Premises is damaged or destroyed and Purchaser elects to terminate this Agreement as provided above, Purchaser’s election shall be ineffective if within ten (10) days after Seller’s receipt of Purchaser’s election notice, Seller shall elect by notice to Purchaser to repair such damage or destruction and shall thereafter complete such repair within 120 days after the then scheduled Closing Date at the time of Purchaser’s election. If Seller makes such election to repair, Seller shall have the right to adjourn the Closing Date one or more times for up to one hundred twenty (120) days in the aggregate in order to complete such repairs and shall have the right to retain all insurance proceeds which Seller may be entitled to receive as a result of such damage or destruction. If (i) require Purchaser does not elect to terminate this Agreement, (ii) Purchaser elects to terminate this Agreement but such election is ineffective because Seller elects to repair such damagedamage and completes such repair within such 120-day period provided above, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (iiiii) without Seller repairing there is damage to or destruction of an “immaterial” part (“immaterial” is herein deemed to be any damage or destruction which is not “material”, as such damageterm is hereinafter defined) of the Premises, consummate Purchaser shall close title as provided in this Agreement and, at the Closing, in which latter event Seller shall, unless Seller has repaired such damage or destruction prior to the Closing, (x) pay over to Purchaser the proceeds of any insurance collected by Seller, and (y) assign and transfer to Purchaser all right, title and interest of Seller in and to any uncollected insurance covering proceeds which Seller may be entitled to receive from such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lenderor destruction. For purposes hereof, A “material” part of the Premises shall be deemed to mean any damage to more than three percent (3%) have been damaged or destroyed if the cost of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take replacement shall be $500,000 or more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested as estimated by Purchaser, submitted to or received by Seller in connection with any casualtySeller.

Casualty. Seller assumes all risk If, at any time after the Effective Date and liabilityprior to Closing or earlier termination of this Agreement, damage to the Assets or injury occurring to the Premises and/or Personal Property any portion thereof are damaged or destroyed by fire, storm, accident fire or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty(a “Casualty”), Seller shall give written notice of each such Casualty to Purchaser promptly notify Purchaser after the occurrence of such damageCasualty and Purchaser. If such damage is Casualty results in a cost to repair/restore in excess of $250,000 and the Assets cannot material and will not take more than two (2) months be restored to repair from the date of the casualtytheir original condition prior to Closing, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: right to elect, by providing written notice to Seller within thirty (a30) days after Purchaser’s receipt of the Seller’s written notice of such Casualty, to terminate this Agreement whereupon in its entirety and receive a return of the ▇▇▇▇▇▇▇ Money Deposit in full. For any other Casualty, the Parties shall be returned proceed to PurchaserClosing, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of without terminating this Agreement, in which event case Seller shall (i) provide Purchaser with a credit against the parties shall have no further rights Purchase Price in an amount equal to the applicable insurance deductible plus any uninsured amount of the repair or restoration cost and liabilities hereunder except (ii) transfer and assign to Purchaser all of the Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Assets, except those matters proceeds specifically surviving termination or Closing; or (b) elect payable in connection with and allocable to proceed business interruption and lost profits and costs incurred by Seller for the period prior to the Closing whereupon to the extent assignable, and if such proceeds are not assignable, Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and receive a credit against the Purchase Price shall be reduced by at Closing in an amount equal to the amount of any deductible and co-insurance and any amounts retained by Sellersuch proceeds. If the Closing is scheduled to occur within Purchaser’s lender. For purposes hereofthirty (30) day election period, “material” shall the Closing Date shall, upon Purchaser’s election, be deemed to mean any damage to more than three percent postponed until the date that is five (3%5) Business Days after the expiration of the square footage of the Premises, any damage which will cost more than three percent such thirty (3%30) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyday election period.

Casualty. Seller assumes will bear all risk and liability, damage of loss occurring to or injury occurring upon any material portion of the Real Property prior to conveyance thereof by Seller to Buyer pursuant to the Premises and/or Personal terms of this Agreement. A portion of the Real Property by firewill be deemed material if its replacement cost exceeds $[***] (collectively, storm, accident or any other casualty or cause until the Closing has been consummateda "Material Casualty"). If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser estimated cost of repair and restoration of such damage. If such Material Casualty is greater than $[***] or the extent of the destruction or damage is not material and will not take more greater than two [***] (2[***]) months to repair from the date of the casualtyImprovements (in square feet), then Seller shall not be obligated to restore or repair such damagethe Improvements, in which event and Buyer may elect either (i) to terminate this Agreement, whereupon the time for Closing Deposits will be returned promptly to Buyer, this Agreement shall be extended by cancelled and all rights, obligations and liabilities of the length parties will terminate (except for any agreements of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution parties that expressly survive termination of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing); or (b) elect to proceed to Closing whereupon Purchaser shall have close this Agreement in accordance with the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes terms hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) without reduction of the Purchase Price and Seller shall assign to replace and/or repair Buyer, all of Seller's rights in any proceeds of fire or any damage which will take more than two (2) months casualty insurance payable with respect to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received the loss together with payment by Seller in connection with any casualtyor credit to Buyer at Closing of the "deductible" under the terms of Seller's policy(s) or insurance; or if Seller is self-insured, Seller shall provide a credit against the Purchase Price at Closing of an amount calculated by an independent general contractor and independent appraiser to be the reasonable cost of repair and/or restoration. The parties agree to each choose a general contractor and appraiser and each of the general contractor and appraiser shall mutually choose a third-party general contractor and appraiser to assess the Material Casualty pursuant to this provision.

Casualty. Seller assumes all risk Upon a Casualty, Lessee shall give prompt written notice thereof (a "Casualty Notice") to Agent and liabilityLessors, damage which notice shall specify whether Lessee will: (a) repay the Functional Unit Balance for each Functional Unit subject to or injury occurring such Casualty together with unpaid Accrued Supplement Rent on each such Functional Unit Balance so prepaid to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of payment and the casualty, then Seller shall repair applicable Make-Whole Premium on each such damage, in which event the time for Closing Functional Unit Balance so repaid. All such amounts shall be extended by paid to Agent for the length benefit of the Lessors no later than the next scheduled Payment Date occurring at least 30 days after such Casualty, but in no event later than the Termination Date (such date being referred to as the "Casualty Settlement Date"); or (b) replace pursuant to the provisions of Section 5.4(b) hereof and Section 4.3 of the Participation Agreement each Functional Unit with respect to which the Casualty has occurred; provided, however, that upon the occurrence of an Event of Default or an event which with the giving of notice and/or the passage of time reasonably necessary for Seller could give rise to complete such repairs. If such damage is materialan Event of Default, then Purchaser Lessee shall have be obligated, at the option to: of the Required Lessors, to make the payments referred to in clause (a) terminate above and shall not be entitled to exercise any right or election of replacement as set forth in this Agreement whereupon clause (b). All proceeds of any casualty insurance or condemnation proceeds ("Casualty Proceeds") paid to the ▇▇▇▇▇▇▇ Money Lessee or any of its Affiliates by reason of a Casualty to a Functional Unit shall be returned deposited into a deposit account established by Agent for the benefit of the Lessors (the "Deposit Account"). Any Casualty Proceeds paid to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except Agent with respect to those matters specifically surviving termination a Functional Unit suffering a Casualty shall also be deposited in the Deposit Account. Any monies in the Deposit Account attributable to a Casualty shall be remitted promptly to Lessee after either (i) Lessee's payment in full of the Functional Unit Balance together with the applicable Make-Whole Premium or Closing; (ii) Lessee's full compliance with the conditions governing a Replacement Part, as applicable pursuant to clause (a) or (b) elect above. If Lessee has elected to proceed pay the Functional Unit Balance and an amount equal to Closing whereupon Purchaser the applicable Make-Whole Premium pursuant to clause (a) above, Lessee shall have continue to make all payments of Rent due hereunder in respect of the option Functional Unit or Units suffering a Casualty through the date the Functional Unit Balance and the applicable Make-Whole Premium are paid. Upon payment of each of the amounts required by Section 6.1(a), then all scheduled installments of Rent, including installments of Renewal Rent, thereafter payable for the remainder of the Lease Term in respect of the Lease Supplement applicable to either (i) require Seller the Functional Unit or Units suffering the Casualty, and the portion of the Purchase Option Exercise Amounts allocable to repair such damageLease Supplement, in which event the time for Closing shall be extended re-calculated by the length Agent in the manner specified in Section 3.1 of time reasonably necessary for Seller to complete such repairs; or (ii) the Participation Agreement, without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and taking into account the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) or Functional Unit Balance of the square footage of Functional Unit suffering the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyCasualty.

Casualty. Seller assumes all risk and liability, damage to If a Property is damaged or injury occurring to the Premises and/or Personal Property destroyed in whole or in part by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material casualty (a “Casualty”) and will not take more than two (2) months to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: either (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except aggregate loss amount with respect to those matters specifically surviving termination the damaged Property is or Closing; is reasonably expected to exceed $25,000, or (b) elect the damaged Property is or is reasonably expected to proceed to Closing whereupon Purchaser shall have be rendered uninhabitable for more than thirty (30) days as a result of the option to either Casualty, then (i) require Seller the Borrower is required to repair such damage, in which event file proof of loss under the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; applicable Policy or Policies and (ii) without Seller repairing such damagethe Borrower shall give prompt notice of the Casualty to the Lender. Lender may, consummate the Closingbut shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) (x) if an Event of Default is continuing or (y) with respect to any single Casualty event in which latter event the proceeds Net Proceeds or the costs of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and completing the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) Restoration of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price affected Property or Properties are reasonably expected to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted be equal to or received greater than the Casualty Threshold Amount and Borrower shall deliver to Lender all instruments required by Seller Lender to permit such participation. Any Insurance Proceeds in connection with any casualtyCasualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. If Borrower or any party other than Lender receives any Insurance Proceeds or Condemnation Proceeds, Borrower shall immediately deliver such proceeds to Lender and shall endorse, and cause all such third parties to endorse, check payable therefor to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. Seller assumes all risk and liability, In the event a casualty results in damage to or injury occurring any Property that would give a Tenant the right to, and Tenant does, deliver notice to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until applicable Owner to terminate its Lease and such terminated Lease(s) results in a reduction of net operating income in an amount greater than Seven Million Five Hundred Thousand Dollars ($7,500,000.00) in the Closing has been consummated. If aggregate for all Properties (measured on the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from current in place net operating income for the date Properties as of the casualtyEffective Date), then Seller shall repair such damagePurchaser will have the option, exercisable within fifteen (15) days after receipt of Seller's notice that Tenant has cancelled the Lease, of either (i) declaring this Agreement 28 terminated in which event the time for Closing shall be extended by Title Company will refund to Purchaser the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate entire Deposit whereupon this Agreement whereupon and all rights of the ▇▇▇▇▇▇▇ Money shall Purchaser hereunder will terminate and neither Seller nor Purchaser will have any further claim against the other, except that Purchaser will continue to be returned to Purchaserliable for the Surviving Obligations, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without closing in accordance with this Agreement and paying in full the Sales Price, except as set forth below. If Purchaser fails to timely make an election pursuant to the foregoing sentence, Purchaser will be deemed to have elected to proceed with the purchase of the Interests in accordance with clause (ii) above. If Purchaser elects or is deemed to have elected to proceed with the purchase of the Interests or in the event of any other casualty to the Properties, Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage and Purchaser shall be assigned by proceed to close under this Agreement and Seller will assign to Purchaser at Closing Seller’s rights under any insurance policies to receive insurance proceeds due Seller as a result of such damage or destruction (other than reasonable costs of collection of such proceeds and amounts expended by Seller to secure the Purchase Price Properties safely or to repair the Properties) and Purchaser shall be reduced by assume responsibility (subject to Tenant’s obligations under the amount of Leases) to repair the Properties. The Purchaser also shall receive a credit at Closing for any deductible required by any Lease or Ground Lease to be paid by any Owner under said insurance policies and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed not expended to mean any damage to more than three percent (3%) of secure or repair the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyProperties.

Casualty. Seller assumes all risk and liabilityIf, damage to or injury occurring prior to the Premises and/or Personal Property by fireClosing Date, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property all or any part thereof, suffers any damages prior to Closing from of the Property is damaged by fire or other casualty, Seller shall promptly notify Purchaser of such damage. If whether or not such damage is not affects a material and will not take more than two (2) months to repair from the date part of the casualtyProperty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser neither party shall have the option to: (a) right to terminate this Agreement whereupon unless the ▇▇▇▇▇▇▇ Money 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 (in a manner which would have a material adverse effect on the lessor under the Lease) its lease as a result of the damage, and the parties shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of nonetheless consummate this transaction in accordance with this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) abatement of the Purchase Price to replace and/or repair or any liability or obligation on the part of the Sellers by reason of -24- C/M: 11145.0007 465517.8 said destruction or damage. In such event, the Majority Seller on behalf of the Sellers shall cause the Partnership or the REIT to assign over to Buyer at Closing the claim for any casualty insurance proceeds on account of said physical damage which will take more than two (2) months to replace and/or repairor destruction. Buyer shall have received copies of the insurance coverage and approved same and the Majority Seller covenants and agrees to provide cause the Partnership or the REIT to Purchaser copies maintain such insurance through the Closing. In the event the insurance claim is approved and the Majority Seller is obligated pursuant to the terms of all claimsthis Section 5.7 to make insurance monies available to Buyer, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted the Majority Seller shall pay to or received by Seller in connection Buyer any deductible amount under the insurance policy covering the Property together with any casualtysuch insurance monies. Notwithstanding anything contained herein to the contrary, in the event that the Majority Seller's insurance adjuster determines that the damage is in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00), or any of the tenants in the Property has the right to terminate or amend (in a manner which would have a material adverse effect on the lessor under the lease) its Lease as a result of the damage, in lieu of the foregoing, each of Buyer and the Majority Seller (on behalf of the Sellers) shall have the right to terminate this Agreement prior to the Closing upon written notice to the other.

Casualty. Seller assumes all risk Risk of loss up to and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until including the Closing has been consummatedDate shall be borne by Seller. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify give Purchaser written notice of any damage to any of the Land or Improvements, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. If such damage is not In the event of any “material and will not take more than two damage” (2described below) months to repair from the date any of the casualtyLand or Improvements, then Purchaser may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice (and if necessary the Closing Date shall repair such damagebe extended to give Purchaser the full ten (10) business day period to make its election): (i) terminate this Agreement, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon case the ▇▇▇▇▇▇▇ Money shall be returned immediately delivered to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without proceed under this Agreement, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller repairing such damage, consummate the Closing, in which latter event the proceeds as a result of all insurance covering such damage shall be assigned by Seller to Purchaser and receive a credit at Closing and the Purchase Price shall be reduced by the amount of for any deductible and co-amount under said insurance and any amounts retained by Seller’s lenderpolicies. For purposes hereofIf Purchaser fails to timely make such election, “material” Purchaser shall be deemed to mean have elected to terminate this Agreement. If any damage to more than three percent (3%) of the square footage Land or Improvements is not materially damaged, then (i) Purchaser shall not have the right to terminate this Agreement and (ii) at Closing, Purchaser shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of the Premisessuch damage and receive a credit at Closing for any deductible amount under said insurance policies. “Material damage” and “materially damaged” means, with respect to any Improvements, damage which will cost more than three percent that: (3%a) of the Purchase Price in Purchaser’s reasonable estimation, exceeds $100,000 to replace and/or repair or any damage which repair; (b) in Purchaser’s reasonable estimation, will take more longer than two sixty (260) months days to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to ; or received by Seller in connection with any casualty(c) is not insured.

Casualty. All risk of loss of or damage to the Property by reason of any insured or uninsured casualty during the period up to and including the Closing Date shall be borne by Seller. Seller assumes covenants and agrees to maintain all risk and of its existing insurance coverage (including, without limitation, liability, damage to or injury occurring to casualty and property damage, for full replacement value of the Premises and/or Personal Property) on the Property by fire, storm, accident or any other casualty or cause in full force and effect until the Closing has been consummatedDate. If the Premises and/or Personal Property is damaged by any casualty or other occurrence prior to the Closing, Seller shall notify Purchaser in writing thereof as promptly as is reasonable under the circumstances (the "Casualty Notice"). The Casualty Notice shall include a description of the damage in reasonable detail, Seller's estimate of the time and cost to repair the damage, and Seller's good faith reasonable determination as to whether or not the casualty damage is covered by Seller's insurance and whether the damage is "material" as hereinafter defined. In the event of any "material damage" to or destruction of the Property or any part portion thereof, suffers any damages prior Purchaser may, at its option, by notice given to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two within fifteen (215) months to repair from the date days after delivery of the casualtyCasualty Notice (but before the Closing Date, then Seller shall repair such damage, in which event the time for Closing shall will be extended by as long as may be necessary in order to give Purchaser this full fifteen (15) days notice period), do one of the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option tofollowing: PURCHASE AND SALE AGREEMENT 41 (a) Unilaterally terminate this Agreement whereupon and, in such event, the ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser, other man $100.00 thereof, which and this Agreement shall be retained by Seller as independent consideration for its execution null, void and of this Agreement, in which event the parties shall have no further rights force and liabilities hereunder effect except with respect to those matters specifically surviving termination or Closing; or as otherwise provided herein; (b) elect Unilaterally terminate this Agreement as to the parcel affected by such casualty and proceed to Closing whereupon Purchaser shall have close on the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) remaining parcels with a reduction of the Purchase Price equal to replace and/or repair the allocated amount as set forth in Section 2.3 pertaining to such terminated parcel; or (c) Proceed under this Agreement with no reduction in the Purchase Price, receive any insurance proceeds due Seller plus payment (or provide a credit at Closing) of any insurance deductible as a result of such damage which will take more than two (2) months to replace and/or or destruction and assume responsibility for such repair. In this latter event, Seller agrees will promptly, upon Purchaser's written request therefor, assign all of its right, title and interest in and to provide such extended coverage property liability policies which it maintains on the Property at such time to Purchaser copies so as to enable Purchaser to fully pursue any and all appropriate recovery for such damages. If the Property is not materially damaged, then Purchaser shall not have the right to terminate this Agreement, but Seller shall, in its sole and absolute discretion, either (x) at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser; or (y) credit Purchaser at Closing for the reasonable cost to complete the repair (in either of which event, Seller shall be entitled to receive and retain any and all claims, correspondence, insurance proceeds payable as a result of such damage or destruction). Seller and damage reports and such other information Purchaser shall mutually agree as reasonably requested by Purchaser, submitted to or received by the reasonable cost to complete the repair in the event Seller elects to credit the Purchaser in connection with any casualtythis latter manner.

Casualty. Within three (3) Business Days following a casualty event, Seller shall give Purchaser prompt written notice of the casualty event. Seller assumes all risk risks and liability, liability for damage to or injury occurring to the Premises and/or Personal a Property by fire, storm, accident accident, or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property a Property, or any part thereof, suffers any damages damage prior to the Closing from fire or other casualtycasualty which Seller, Seller shall promptly notify Purchaser at its sole option, does not elect to fully repair, and the cost of such damage. If such damage repair is not material estimated by a contractor reasonably acceptable to Seller and will not take more than two Purchaser to exceed five percent (25%) months to repair from the date of the casualtyPurchase Price allocated to such Property, then Purchaser or Seller shall repair such damagemay elect at or prior to Closing, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: : (ai) terminate this Agreement whereupon and Purchaser shall receive a refund of the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this AgreementDeposit, in which event Seller and Purchaser shall be relieved and discharged from any further obligation or liability herein, except as expressly stated otherwise; (ii) terminate this Agreement as to any Property (or Properties) which suffers damage prior to the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination Closing from fire or Closing; or (b) other casualty which Seller does not elect to proceed to Closing whereupon Purchaser shall have fully repair and adjust the option to either (i) require Seller to repair such damagePurchase Price based on the Allocations, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (iia) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced adjusted based on the Allocations; (b) that portion of the ▇▇▇▇▇▇▇ Money Deposit allocable to the Property (or Properties) terminated pursuant to this subsection (ii) shall be immediately refunded to Purchaser; (c) except as otherwise provided in this Agreement, neither Seller nor Purchaser shall have any further liability or obligation under this Agreement with respect to the terminated Property (or Properties); and (d) Seller and Purchaser shall proceed to close with respect to the remaining Properties; or (iii) proceed to Close, in which event all of Seller’s assignable right, title and interest in and to the proceeds of any insurance policy covering such casualty (less an amount equal to any expense and cost reasonably incurred by Seller to repair or restore the Properties, which shall be payable to Seller upon Seller’s delivery to Purchaser of satisfactory evidence thereof) shall be assigned to Purchaser at Closing, and Purchaser shall be entitled to a credit in the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof(or Tenant’s, “material” shall be deemed to mean any damage to more than three percent (3%as the case may be) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtydeductible at Closing.

Casualty. Seller assumes all risk and liability, damage to or injury occurring Subject to the Premises and/or Personal terms and provisions of Section 8.23, in the event of any damage or destruction to any portion of the Property by firereason of fire or other hazard or casualty (a "Casualty") or Condemnation, stormthe Seller shall provide immediate written notice thereof to the Buyer and, accident unless the Seller determines, in good faith within one hundred twenty (120) days thereafter, that it is economically unfeasible to rebuild the Facility, the Seller shall proceed with reasonable diligence, in full compliance with all applicable Legal Requirements and any applicable Lease Documents or any other casualty Future Financing Documents, to perform such repairs, replacement and reconstruction work (the "Repairs") to restore such portion of the Property to substantially the same condition that it was in immediately prior to such damage or cause until destruction and to a condition adequate to operate the Closing has been consummatedapplicable Facility for its Primary Intended Use and in compliance with all Legal Requirements. If the Premises and/or Personal Property or any part thereofSeller so determines that it is economically unfeasible to rebuild the Facility, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money Seller shall be returned so notify the Buyer in writing (which notice shall provide the Buyer with the basis upon which the Seller has made such determination), (b) the Seller shall return to Purchaserthe Buyer the applicable Additional Option Payment, if any, previously paid by the Buyer with respect to such Facility, unless (i) only one other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution Facility then remains the subject of this Agreement, in which event the parties Seller shall return such Additional Option Payment plus one-half (1/2) of the Initial Option Payment to the Buyer or (ii) there is no other Facility which remains the subject of this Agreement, in which event the remaining portion of the Total Option Payment that has not previously been applied to any Facility Purchase Price paid hereunder shall be refunded to the Buyer, and (c) the applicable Facility shall be excluded from this Agreement, whereupon the Buyer and the Seller shall have no further rights and liabilities and/or obligations hereunder with regard to such Facility, except that if the Seller acquires (from the applicable Landlord) fee title to that portion of the Real Property with respect to those matters specifically surviving termination which the Casualty or Closing; Condemnation occurred as a consequence of the Seller's determination that it is economically unfeasible to rebuild such Facility and does not rebuild the Facility, but subsequently determines to build a new assisted living or independent living facility on such portion of the Real Property (b) elect to proceed to Closing whereupon Purchaser shall have the option to either "Undeveloped Site"), (i) require notwithstanding anything to the contrary set forth herein, the Undeveloped Site shall continue to be subject to the terms of this Agreement until (x) the Termination Date, if the Seller has made its determination that it is economically unfeasible to repair rebuild such damageFacility prior to December 31, in which event 2000 or (y) December 31, 2004, if the time for Closing shall be extended by the length of time reasonably necessary for Seller has made its determination that it is economically unfeasible to complete rebuild such repairs; or Facility at anytime thereafter prior to January 1, 2003 and (ii) without such Undeveloped Site shall be treated the same hereunder as any portion of the Property that does not constitute the Approved Property. In the event that any Casualty or Condemnation involves any structural damage to any Facility that the Seller repairing such damageis required hereunder to repair, consummate the ClosingSeller shall furnish to the Buyer complete plans and specifications for the Repairs for the Buyer's approval, in each instance, which latter event approval shall not be unreasonably withheld. Such plans and specifications shall provide for Repairs of such nature, quality and extent, that, upon the proceeds of all insurance covering such damage completion thereof, the applicable Facility shall be assigned by at least equal in value and general utility to its value and general utility prior to the Casualty or Condemnation. The Seller shall furnish to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser Buyer copies of all claims, correspondence, Permits and damage reports and such other information as reasonably requested Contracts required by Purchaser, submitted to or received by Seller all applicable Legal Requirements in connection with the commencement and conduct of the Repairs. Without limiting any casualtyother provision set forth herein, the Seller shall perform the Repairs in good and workmanlike fashion and in good faith in accordance with the plans and specifications approved by the Buyer, the Permits and Contracts referred to above, the requirements of any applicable Lease Documents or Future Financing Documents and all applicable Legal Requirements.

Casualty. Seller assumes all risk and liabilityUpon a Casualty, damage Lessee shall give prompt written notice thereof (a "Casualty Notice") to or injury occurring Administrative Agent, which notice shall specify whether Lessee will: (a) repay a portion of the Lease Balance equal to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until Casualty Amount together with all Variable Rent accrued on such portion of the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior Lease Balance to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of payment, which repayment shall be made no later than the casualtynext scheduled Payment Date occurring after such Casualty or, if such Casualty occurs during the last 5 Business Days of a Rent Period, then Seller no later than the second Payment Date occurring after such Casualty, provided that in any event such repayment shall repair be made no later than the last day of the Lease Term (the "Casualty Settlement Date"); or (b) replace the Equipment with respect to which the Casualty has occurred pursuant to the provisions of Section 5.4 (treating such damageEquipment, for these purposes, in which event the time for Closing same manner as a Part), provided that upon the occurrence and during the continuance of an Event of Default or an Incipient Default, Lessee shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is materialobligated, then Purchaser shall have at the option to: of the Required Lessors, to make the payments referred to in clause (a) terminate above and shall not be entitled to exercise any right or election of replacement as set forth in this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or clause (b). If Lessee has elected, or is required, to pay the Casualty Amount pursuant to clause (a) elect above, Lessee shall continue to proceed to Closing whereupon Purchaser make all payments of Rent due under the Lease Supplement until and including the Casualty Settlement Date. Upon payment of the Casualty Amount in respect of any item of Equipment suffering a Casualty on such Casualty Settlement Date, the remaining scheduled payments of Fixed Rent, if any, shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall each be reduced by an amount equal to the product of the scheduled amount of any deductible and co-insurance and any amounts retained such Fixed Rent prior to the receipt of such payment by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) Administrative Agent multiplied by the Allocation Fraction under the Lease Supplement of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and Equipment suffering such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyCasualty.

Casualty. Seller assumes all risk and liability, damage to or injury occurring If subsequent to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until Effective Date and prior to the Closing has been consummated. If Date the Premises and/or Personal Real Property shall be subject to damage or any part thereofdestruction by one or more incidents of vandalism, suffers any damages prior to Closing from fire or other casualtycasualty (a “Casualty”), this Agreement shall remain in full force and effect, and Purchaser shall be obligated to accept conveyance of the Real Property subject to such damage and destruction. If such Casualty was caused by Purchaser, any of Purchaser’s Personnel or anyone else acting on behalf of Purchaser (a “Purchaser Casualty”), Purchaser shall be obligated to accept conveyance of the Real Property without any adjustment to the Purchase Price. If such Casualty is not a Purchaser Casualty, Seller shall promptly notify give Purchaser written notice of such damage. If such damage is not material occurrence and will not take more than two (2) months to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option toeither: (a) terminate this Agreement whereupon if the ▇▇▇▇▇▇▇ Money Real Property is covered by property insurance and is not a Purchaser Casualty, at Closing Seller shall be returned pay to Purchaser all insurance proceeds collected on account of such damage or destruction, provide Purchaser a credit against the Purchase Price equal to the deductible amount, if any, under Seller’s property insurance policy applicable to the Real Property and assign all uncollected insurance proceeds to Purchaser, other man $100.00 thereof, which and Purchaser shall be retained by Seller as independent consideration for its execution of this Agreemententitled to settle the loss with the insurance companies; or, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or alternatively, (b) elect if the Real Property is not covered by any property insurance policy, at Closing Seller shall provide Purchaser a credit equal to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, amount of the Real Property losses as reasonably estimated by an independent contractor licensed in the state in which event the time for Closing Real Property is located selected by Seller and approved by Purchaser, such approval not to be unreasonably withheld. Such applicable credit shall be extended by the length of time reasonably necessary for Seller applied to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price at Closing. The aggregate amount of the applicable credit, if any, shall be reduced by not exceed under any circumstances the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyPrice.

Casualty. Seller assumes all risk and liabilityIf, damage to or injury occurring prior to the Premises and/or Personal Closing Date, a Significant Portion of the Property is destroyed by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from 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 promptly notify Purchaser of such damage. If such damage is not material fact and will not take more than two (2) months to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either terminate this Agreement upon ten (i10) require days notice to Seller given not later than thirty (30) days after receipt of Seller’s notice. If this Agreement is terminated as aforesaid, Escrow Agent shall promptly return the Deposit and the Interest to repair such damagePurchaser and this Agreement shall terminate, and neither party shall have any further obligation under this Agreement except for those obligations which are expressly stated in which event this Agreement to survive. If Purchaser does not elect to terminate this Agreement as provided above, or if the time for portion of the Property so damaged or destroyed is not a Significant Portion of the Property, Purchaser shall accept the Property in 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 extended by the length entitled to receive and keep, all of time reasonably necessary for Seller Seller’s interest in and to complete all casualty insurance proceeds payable in connection with such repairs; or casualty (ii) without Seller repairing such damage, consummate the Closing, in which latter event except that the proceeds of all any business interruption or rental value insurance covering such damage payable to Seller shall be assigned by Seller apportioned as of the Closing Date), and, to the extent the casualty was to a Significant Portion, Purchaser at Closing and shall receive a credit against the Purchase Price shall be reduced by at the Closing in the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean pro rata share of any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received loss deductible payable by Seller in connection with any casualtycasualty coverage. This Article is an express agreement to the contrary of Section 5-1311 of the New York General Obligation Law.

Casualty. Seller assumes all The risk and liability, of loss for damage to the Properties by fire or injury occurring other Casualty (as defined below) shall remain will Seller until Closing. If, prior to the Premises and/or Personal Property by fireClosing, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from portion thereof shall be damaged by fire or other casualtycasualty (a “Casualty”) such that, (i) a Tenant of such Premises shall have the right to terminate its Lease or ▇▇▇▇▇, in full or in part, the payment of rent thereunder, or (ii) in the reasonable opinion of a contractor selected by Purchaser, the costs to repair the Casualty exceed two percent (2%) of the portion of the Purchase Price allocated to the applicable Property pursuant to Section 2.1 or, (iii) the time to restore the applicable Property to its condition as of the Effective Date would exceed one hundred fifty (150) days, or (iv) there is a material reduction in access to or parking for the applicable Property (in any such event, “Material Damage”), then Purchaser may elect, by written notice (such notice, a “Casualty Termination Notice”) to Seller within ten (10) Business Days after written notice from Seller of the occurrence of such Casualty, either to (a) proceed to Closing with respect to the damaged Property, in which event, at Closing, Seller shall promptly notify pay or assign to Purchaser Seller’s rights to all monies received or receivable by Seller, if any, in connection with any insurance maintained by Seller with regard to the damaged Premises as a result of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of the fire or casualty, then Seller and the purchase and sale contemplated by this Agreement shall repair take place in the manner described herein, with the Purchaser receiving a credit for any deductible or retention related to Seller’s insurance, and the amount of any underinsured or uninsured damage caused by such damageCasualty, or (b) terminate this Agreement as to the damaged Property only, in which event the time for Purchase Price payable at Closing shall be extended decreased by the length of time reasonably necessary for Seller amount allocated to complete such repairsthe damaged Property pursuant to Section 2.1. If such damage is materialIn the event a Property suffers a Casualty that entitles Purchaser to terminate this Agreement, then and Purchaser terminates this Agreement with respect to all Properties, Purchaser shall have the option to: right to instruct the Escrow Agent to return the Deposit (atogether with any interest thereon) to Purchaser and, after Purchaser’s receipt of the Deposit, neither party shall have any further rights, obligations or liabilities hereunder with respect to the applicable Properties other than those obligations which expressly survive the termination of this Agreement. Notwithstanding the foregoing provisions of this Section 11.1, if Purchaser should elect to terminate this Agreement whereupon in the ▇▇▇▇▇▇▇ Money shall be returned event of Material Damage to Purchaserone or more but not all of the Properties, other man $100.00 thereofthen within ten (10) Business Days of Seller’s receipt of a Casualty Termination Notice, which shall be retained Seller may elect by Seller written notice to Purchaser to terminate this Agreement as independent consideration for its execution of this Agreementto the remaining Properties, in which event the parties Deposit shall be refunded to Purchaser and Seller shall pay to Purchaser the Reimbursable Costs. If Purchaser fails to so provide a Casualty Termination Notice, Purchaser shall conclusively be deemed to have no further rights and liabilities hereunder except with respect elected to those matters specifically surviving termination or proceed to Closing; or (b) . If applicable, the Closing Date shall be extended in order to permit Purchaser the full 10-Business Day period in which to elect whether to proceed to Closing whereupon Purchaser shall have or terminate this Agreement. If, prior to the option to either (i) require Seller to repair such damageClosing, in which event the time for Closing any Property or any portion thereof shall be extended damaged by fire or other that does not constitute Material Damage, then the length of time reasonably necessary for Seller parties shall proceed to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage event, at Closing, Seller shall be assigned by Seller pay or assign to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained Seller’s rights to all monies received or receivable by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premisesif any, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyinsurance maintained by Seller with regard to the Property as a result of such Casualty, and the purchase and sale contemplated by this Agreement shall take place in the manner described herein, with the Purchaser receiving a credit for any deductible, self-insured, co-insured or underinsured amounts related to Seller’s insurance.

Casualty. Seller assumes all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property Improvements, or any part thereof, suffers any damages damage equal to or in excess of $500,000 prior to the Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months may either at or prior to repair from the date of the casualtyClosing, then Seller shall repair such damageby written notice to Seller, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller elect to complete such repairs. If such damage is material, then Purchaser shall have the option to: either (a) terminate this Agreement whereupon Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned delivered to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties and neither party shall have no any further rights and liabilities hereunder except with respect to those matters specifically surviving termination right or Closing; obligation hereunder, other than the Surviving Obligations, or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event (or in the proceeds event that Purchaser is not entitled to terminate as a result of all insurance covering such damage casualty under the following sentence) Purchaser shall be assigned by Seller to Purchaser receive at the Closing and (w) a credit against the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) cash balance of the Purchase Price payable at Closing to replace 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 repair or any damage which will take more than two (2) months payments to replace and/or repair. be assigned to Purchaser, Seller agrees to provide remit to Purchaser copies of all claims, correspondence, and damage reports and any such other information as reasonably requested by Purchaser, submitted to or 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 connection an amount equal to the aggregate amount of the deductibles with respect to all such insurance policies. If the Improvements, or any casualtypart thereof, suffers any damage less than $500,000 prior to the Closing, Purchaser agrees that it will consummate the Closing under the terms of this Agreement. Seller shall provide prompt written notice to Purchaser of any fire or casualty at the Property. Seller’s obligations set forth in this Section 7.2 shall survive the Closing.

Casualty. Seller assumes all risk and liabilityIf, damage to or injury occurring prior to the Premises and/or Personal Closing Date, the Real Property and the improvements thereon shall be destroyed or damaged in an amount in excess of the Material Damage Amount (as hereinbelow defined), by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser or if the premises of any tenant are damaged as a result of fire or other casualty to such extent that the operations of such damage. If such damage is not material and will not take more than two tenant are materially impaired, Purchaser shall have the option (2to be exercised in the manner hereinafter provided) months to repair from the date of the casualty, then Seller shall repair such damageterminate this Agreement, in which event the time for Closing all documents shall be extended returned to the respective parties, and the Deposit shall be promptly returned to Purchaser, and thereupon, this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder, except for any provisions of this Agreement that expressly survive the termination of this Agreement in accordance with the terms of this Agreement. Seller agrees to give Purchaser notice of any fire or other casualty within seventy-two (72) hours after any such event, and Purchaser may exercise such option by delivering written notice to Seller within ten (10) days following the length receipt of time reasonably necessary for Seller such notice. In the event of (a) fire or other casualty causing damage in an amount less than the Material Damage Amount, or (b) more than the Material Damage Amount or materially impairing the operation of a tenant's or more than one tenant's premises, but with respect to complete such repairs. If such damage is materialwhich Purchaser does not elect to terminate this Agreement as aforesaid, then Purchaser shall have the option to: (a) terminate this Agreement whereupon right after the ▇▇▇▇▇▇▇ Money Preliminary Approval Date and prior to the Closing Date, to control the adjustment and settlement of any insurance claim relating to said damage, and upon the Closing Date Seller shall be returned assign to Purchaser, other man $100.00 thereof, which shall be retained by Purchaser the interest of Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except to any insurance proceeds with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require said damage. In such event, Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and will also credit against the Purchase Price shall be reduced by the amount of any deductible on Seller's casualty and co-insurance and any amounts retained by Seller’s lenderpolicies covering said damage. For the purposes hereof, “material” the term "Material Damage Amount" shall mean damage reasonably determined by Purchaser to be in excess of $500,000.00. In the event the parties hereto are unable to agree upon the dollar amount of the aforesaid damages within ten (10) days after the date of such fire, vandalism or other casualty, then the determination of said amount by Seller's property manager, Insignia Financial Group, shall be deemed binding upon the parties hereto. If the Closing Date is less than twenty (20) days following the last day on which Purchaser is entitled to mean any damage elect to more than three percent (3%) of the square footage of the Premisesterminate this Agreement, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to then closing shall be delayed until Purchaser copies of all claims, correspondence, and damage reports and makes such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyelection.

Casualty. Seller assumes all Prior to either Closing and notwithstanding the pendency of this Agreement, the entire risk and liabilityof loss or damage by earthquake, damage to hurricane, tornado, flood, landslide, fire or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummatedshall be borne and assumed by Seller. If the Premises and/or Personal Property or any part thereofIf, suffers any damages prior to Closing from either Closing, any damage occurs to any portion of the Property as a result of any earthquake, hurricane, tornado, flood, landslide, fire or other casualty, Seller shall promptly immediately notify Purchaser Buyer of such damagefact. If such damage is not material and will not take more than two (2) months to repair from In the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is materialoccurrence causes Material Damage (as hereinafter defined), then Purchaser Buyer shall have the option to: (a) to terminate this Agreement whereupon upon written notice to Seller (with a copy to Escrow Agent) given not later than fifteen (15) days after receipt of any such notice from Seller (and the ▇applicable Closing Date shall be extended if needed to give Buyer the full 15-day period). Upon such termination, ▇▇▇▇▇▇ Money Agent shall be returned return the Deposit to PurchaserBuyer and neither party shall have any further rights or obligations hereunder, other man $100.00 thereof, than pursuant to any provision hereof which shall be retained by Seller as independent consideration for its execution expressly survives the termination of this Agreement. Buyer shall have no right to terminate this Agreement as a result of any damage or destruction to any portion of the Property that does not constitute Material Damage (as defined below). If Buyer either does not have the right to terminate this Agreement or has the right to terminate this Agreement but does not elect to terminate, in then Seller shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds payable with respect to such damage or destruction (which event shall then be repaired or not at Buyer’s option and cost) of the Property (but not any other land owned by Seller) and the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to such Closing whereupon Purchaser shall have pursuant to the option terms hereof without modification of the terms of this Agreement. In the event Seller is to either (i) require Seller assign a casualty claim to repair such damageBuyer, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller’s insurance policy and, upon Closing, full risk of loss with respect to the Property shall pass to Buyer. If Buyer does not elect or has no right to terminate this Agreement by reason of any deductible and co-casualty, Buyer shall have the right to participate in any adjustment of the insurance and any amounts retained by Seller’s lenderclaim. For purposes hereofAs used herein, the term “materialMaterial Damage” shall be deemed mean damage or destruction to mean any damage to more than three percent (3%) the Property or portion thereof the cost of the square footage repair of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repairexceeds $500,000. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualty12.

Casualty. Seller assumes all risk and liabilityIf, damage to or injury occurring prior to the Premises and/or Personal Property Closing, any of the Owned Facilities or the Pharmacy Location are individually or in the aggregate is materially damaged by fire, storm, accident fire or any other casualty or cause until a condemnation or taking occurs, Sellers shall in good faith estimate the Closing has been consummatedcost to repair and the time required to complete such repair and will provide Purchaser written notice of Sellers’ estimation together with such supporting documentation as is in the possession or control of Sellers that would inform Purchaser of the extent of the damage and cost to repair the same (the “Casualty Notice”) as soon as reasonably practicable after the occurrence of the casualty. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser event of such damage. If such a casualty event that results in material damage is not material and will not take more than two (2) months to repair from any Facilities or the date of Pharmacy Location, individually or in the casualtyaggregate, then Seller shall repair such damagePurchaser may, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is materialat its option, then Purchaser shall have the option to: either (a) terminate this entire Agreement whereupon by delivering written notice to the Sellers’ Representative on or before the expiration of fifteen (15) days after the date Sellers deliver the Casualty Notice to Purchaser (and if necessary, the Closing shall be extended to give the Parties the full fifteen (15) day period to make such election and to obtain insurance settlement agreements with Sellers’ insurers), in which event the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties Purchaser and neither Party shall have no any further rights and liabilities rights, duties or obligations hereunder related to this Agreement except with respect to those matters specifically surviving as expressly survive the termination or Closing; hereof, or (b) elect to proceed to Closing whereupon if Purchaser shall have the option to either does not terminate this Agreement within said fifteen (i15) require Seller to repair such damageday period, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to then Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage have waived the right to more than three percent (3%) of terminate this Agreement, whereupon at the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide Closing Sellers shall assign to Purchaser copies all of all claimsSellers’ rights with respect to such casualty insurance proceeds under Sellers’ insurance policy. Failure of Purchaser to properly and timely give notice of termination shall mean that Purchaser shall be deemed to have elected not to terminate this Agreement with respect to any such casualty at any Facility, correspondencethe Pharmacy Location, or the WO Headquarters, and damage reports and such Purchaser shall be deemed to have elected to proceed under clause (b) above. If no Facility nor the Pharmacy Location nor the WO Headquarters is materially damaged, then the Parties shall proceed under this Agreement in the same manner as described in clause (b) above. “Material” for purposes of this Section 10.04 means an amount to repair equal to Seven Million Five Hundred Thousand Dollars ($7,500,000). Failure of Purchaser to exercise any right under this Section 10.04 shall not affect or impair any other information as reasonably requested by Purchaser, submitted right of Purchaser to or received by Seller terminate this Agreement expressly provided for in connection with any casualtythis Agreement.

Casualty. Seller assumes all risk and liability, In the event of physical damage to a Property or injury occurring destruction thereof due to the Premises and/or Personal Property by firea casualty (a "Casualty"), storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property affecting all or any part thereofof a Property, suffers without fault of Buyer, prior to the Closing Date, Seller and Buyer agree as follows with respect to such damage or destruction, specifically exclusive of non-physical losses such as business losses incidental thereto: (a) If, prior to the Closing Date, a Property is damaged due to a Casualty and the cost of repairing such damage, as is reasonably determined by an independent engineer and appraiser selected by Seller (the "Repair Cost") is less than One Million and 00/100 Dollars ($1,000,000.00), then Seller and Buyer shall proceed to close the sale of all of the Property without any damages abatement of the Purchase Price, provided however that Seller shall, at Seller's election, either: (i) repair the Casualty to such Property prior to Closing from fire at Seller's expense or other casualty(ii) assign to Buyer at Closing, without recourse or warranty of any nature whatsoever, all of Seller's right, title and interest in and to any casualty insurance policies covering such Casualty with respect to the Property, and Seller shall promptly notify Purchaser pay to Buyer the deductible plus any uninsured amounts plus all payments theretofore made by such insurers as a result of such damage. If such damage loss after deducting therefrom the costs of collection thereof (an "Assignment of Proceeds"). (b) If, prior to the Closing Date, any Property is not material damaged due to a Casualty and will not take more than two the Repair Cost equals or exceeds One Million and 00/100 Dollars (2) months to repair from the date of the casualty$1,000,000.00), then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (ai) repair the Casualty to such Property prior to Closing or (ii) terminate this Agreement whereupon the in its entirety, upon which termination, provided that Buyer is not in default hereunder, Buyer's ▇▇▇▇▇▇▇ Money shall be returned to PurchaserBuyer. Notwithstanding anything herein to the contrary, other man $100.00 thereof, which Seller shall have the right to adjourn the Closing Date as to such Property for such reasonable period as shall be retained by necessary to repair any such Casualty, not to exceed one hundred eighty (180) days. (c) If more than one Property is to be acquired pursuant to this Agreement and the Repair Cost as to a particular Property equals or exceeds One Million and 00/100 Dollars ($1,000,000.00) such damaged Property may, at Seller's election, be removed from this Agreement and this Agreement terminated as to such Property, upon written notice from Seller to Buyer. In the event of such a termination, provided that Buyer is not in default hereunder, Buyer's Allocated ▇▇▇▇▇▇▇ Money as independent consideration for to such Property shall be returned to Buyer at Closing. If Seller elects to remove a Property from this Agreement and terminate this Agreement as to such Property, or to terminate this Agreement in its execution of entirety due to a Casualty as described in this AgreementSection 4.1, in which event the parties then Buyer shall have no further rights and liabilities hereunder except the option, to be exercised by delivering written notice to Seller of such election within ten days after Buyer's receipt of written notice of Seller's election, to accept all of the Property together with an Assignment of Proceeds with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyaffected Property.

Casualty. Seller assumes all risk and liability, damage to If any of the Property is damaged or injury occurring to the Premises and/or Personal Property destroyed by fire, storm, accident one or any more fires or other casualty or cause until the Closing has been consummatedevents (“Casualty”) prior to Closing, Seller will provide prompt written notice to Buyer of such Casualty. If the Premises and/or Personal Property applicable Site is “materially damaged or any part thereofdestroyed” (as defined below) by such Casualty, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) Buyer may terminate this Agreement whereupon by written notice given to Seller within ten (10) Business Days after Buyer receives notice of the ▇▇▇▇▇▇▇ Money occurrence of such Casualty (and, if applicable, the Closing Date shall automatically be returned extended until the date which is five (5) Business Days following the expiration of such ten-Business Day period). If Buyer so terminates this Agreement, then Escrow Agent will return the Deposit to PurchaserBuyer and neither Party will have any further rights or obligations under this Agreement except for Obligations Surviving Termination. If Buyer does not so terminate this Agreement, other man $100.00 thereof, which shall be retained by Seller as independent consideration or if the applicable Site is not deemed “materially damaged or destroyed,” Buyer will remain bound to purchase the Property for its execution the full Purchase Price pursuant to the terms of this Agreement, without regard to the occurrence or effects of the Casualty; provided that (a) if a Tenant is responsible under its Lease for insuring a Site suffering a Casualty, then at Closing Seller will assign to Buyer Seller’s interest in which event the parties shall have no further rights property insurance Agreement of Purchase and liabilities hereunder except with respect Sale National Credit Industrial Portfolio 35659245v1 proceeds payable to those matters specifically surviving termination or Closing; Seller (if any) under such Tenant’s insurance for the restoration of the physical damage to such Site, or (b) elect if Seller is responsible under the applicable Lease for insuring a Site suffering a Casualty, then at Closing Seller will provide Buyer with a credit against the Purchase Price equal to proceed the amount of the property insurance proceeds that would be payable to Seller (if any) under Seller’s insurance for the repair of the physical damage to such Site, plus any deductible amount applicable thereto, up to (but not to exceed) the allocated Purchase Price amount for such Site, and net of any costs and expenses reasonably incurred by Seller prior to Closing whereupon Purchaser in connection with the Casualty. For purposes of this Section, a Site shall have the option to either be deemed “materially damaged or destroyed” if (i) require Seller to the aggregate estimated repair cost for the Site suffering such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more Casualty is greater than three ten percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (310%) of the Purchase Price allocated to replace and/or such Site (as specified on Schedule A for such Site); (ii) if the Tenant is responsible under the Lease for insuring such Site suffering a Casualty but the landlord (rather than such Tenant) is responsible under such Lease for performing the repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies restoration of all claims, correspondencesuch Site, and damage reports (x) the insurance proceeds amount that would be assigned to Buyer on account of any property insurance as provided above for such Site (together with any contribution required to be made by the Tenant) is not reasonably sufficient to fund any repairs Buyer would be required to make to return such Site to the condition required by the Lease, and (y) Seller does not agree (in Seller’s sole and absolute discretion) to pay or credit Buyer for the anticipated shortfall; (iii) if Seller is responsible under the Lease for insuring and restoring a Site suffering a Casualty but (x) the insurance proceeds amount (including applicable deductible) that would be credited to Buyer as provided above for such other information Site is not reasonably sufficient to fund any repairs Buyer would be required to pay for or make to return such Site to a condition as reasonably requested good as existed immediately prior to the Casualty, and (y) Seller does not agree (in Seller’s sole and absolute discretion) to pay or credit Buyer for the anticipated shortfall; (iv) any Tenant has the express right to terminate its Lease as a result of the Casualty affecting such Tenant’s Site, unless irrevocably waived in writing by Purchasersuch Tenant, submitted or (v) any Tenant having the right to permanently or received temporarily ▇▇▇▇▇ or offset rent under its applicable Lease, and Seller does not agree (in Seller’s sole and absolute discretion) to pay or credit to Buyer an amount sufficient, as determined by Seller and Buyer in connection with any casualtythe exercise of their commercially reasonable business judgment, to offset such abated or offset rent.

Casualty. (a) Seller assumes all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or shall give Purchaser prompt notice of any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty affecting the Real Property between the Effective Date and the Closing. Purchaser or its designated agents may enter upon the Real Property from time to time during normal business hours and upon advance notice to Seller in accordance with this Agreement for the purpose of inspecting any such casualty. (b) If, Seller shall promptly notify prior to the Closing, the Real Property is damaged by a fire or other casualty that would cost $2,500,000 or more to repair, then in such event, Purchaser of such damage. If such damage is not material and will not take more than two (2may, at its option, elect to terminate this Agreement in accordance with Section 10.1(e) months to repair from within 20 days after the date of Seller’s notice to Purchaser of the casualtycasualty or at the Closing, then Seller shall repair such damagewhichever is earlier, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon case the ▇▇▇▇▇▇▇ Money shall will be returned refunded to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for Purchaser in accordance with Section 10.4(a). If Purchaser does not timely make its execution of election to terminate this Agreement, then the Closing will take place as provided herein without reduction of the Purchase Price, and there will be assigned to Purchaser at the Closing all interest of Seller in which event and to any casualty insurance proceeds received or to be received by reason of such damage or destruction and shall tender at Closing the parties shall have no further rights deductible amounts under Seller’s insurance policies (including business interruption and liabilities hereunder except with respect rental loss insurance of Seller that would be applicable to those matters specifically surviving termination the period after the Closing). (c) If, prior to the Closing, the Real Property is damaged by a fire or Closing; or (b) elect other casualty that would cost less than $2,500,000 to proceed to Closing whereupon Purchaser shall have the option to either repair, and if: (i) require the insurance carrier affirms and acknowledges its liability for such damage, (ii) the insurance proceeds are sufficient (when added to the deductible amount under such policy) to pay the full cost of repairing such damage or destruction, and (iii) Seller tenders at Closing the full amount of the deductible portion of such insurance loss (including business interruption and rental loss insurance of Seller that would be applicable to the period after the Closing) less any amounts used by Seller to repair or restore the damage, subject to Purchaser’s Repair Approval (as hereinafter defined), if applicable, then in such event this Agreement shall not terminate, and, at Closing, Seller shall assign and transfer to Purchaser all of its right, title and interest in and to such insurance proceeds and remaining deductible amounts, if any. If the insurance proceeds are insufficient (when added to the deductible amount under such policies) to pay the full cost of repairing such damage or destruction, and if Seller tenders the difference at Closing, then this Agreement shall not terminate, and, at the Closing, Seller shall assign and transfer to Purchaser all such insurance proceeds and the remaining deductible amount, if any. If (A) Seller does not tender the difference at Closing, (B) the insurance carrier does not affirm and acknowledge its liability for such damage or (C) Seller does not tender at Closing the amount of the deductible portion of such insurance loss (including business interruption and rental loss insurance of Seller that would be applicable to the period after the Closing) less any amounts used to repair or restore damage, subject to Purchaser’s Repair Approval, if applicable, then Purchaser may, at its option, elect to terminate this Agreement in accordance with Section 10.1(e), in which event case the time for Closing shall ▇▇▇▇▇▇▇ Money will be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller refunded to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lenderin accordance with Section 10.4(a). For purposes hereofof this Section 6.1(c), “materialPurchaser’s Repair Approval” shall be deemed to mean any damage to more than three percent (3%) the approval of Purchaser in respect of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price costs and expenses to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received be incurred by Seller in connection with the repair and restoration of any casualtycasualty damage prior to the Closing, which approval shall not be unreasonably withheld, conditioned or delayed and if not given by Purchaser within 24 hours after Seller’s request therefor, Purchaser’s approval shall be deemed given. In no event shall Purchaser’s Repair Approval be required in connection with any repairs or restoration work that Seller, in its discretion, believes necessary to undertake immediately so as to prevent further property damage or personal injury at the Real Property.

Casualty. Seller assumes all risk and liabilityUpon a Casualty, damage Lessee shall give prompt written notice thereof (a ACasualty Notice) to or injury occurring Agent, which notice shall specify whether Lessee will: (a) repay a portion of the Lease Balance equal to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until Casualty Amount together with all Variable Rent accrued on such portion of the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior Lease Balance to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of payment, which repayment shall be made no later than the casualtynext scheduled Payment Date occurring after such Casualty or, if such Casualty occurs during the last 5 Business Days of a Rent Period, then Seller no later than the second Payment Date occurring after such Casualty, provided that in any event such repayment shall repair be made no later than the last day of the Lease Term (the ACasualty Settlement Date); or (b) replace the Vehicle with respect to which the Casualty has occurred pursuant to the provisions of Section 5.4 (treating such damageVehicle, for these purposes, in which event the time for Closing same manner as a Part, and with such Vehicle to have the Allocated Value of the Vehicle it replaced), provided that upon the occurrence and during the continuance of a Default, Lessee shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is materialobligated, then Purchaser shall have at the option to: of the Required Lessors, to make the payments referred to in clause (a) terminate above and shall not be entitled to exercise any right or election of replacement as set forth in this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or clause (b). If Lessee has elected, or is required, to pay the Casualty Amount pursuant to clause (a) elect above, Lessee shall continue to proceed to Closing whereupon Purchaser make all payments of Rent due hereunder until and including the Casualty Settlement Date. Upon payment of the Casualty Amount in respect of any Vehicle suffering a Casualty on such Casualty Settlement Date, the remaining scheduled payments of Fixed Rent, if any, shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall each be reduced by an amount equal to the product of the scheduled amount of any deductible and co-insurance and any amounts retained such Fixed Rent prior to the receipt of such payment by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) Agent multiplied by the Allocation Fraction of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and Vehicle suffering such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyCasualty.

Casualty. Seller assumes all risk and liabilityIf, damage to or injury occurring prior to the Premises and/or Personal Closing Date, the Real Property and the improvements thereon shall be destroyed or damaged in an amount in excess of the Material Damage Amount (as hereinbelow defined), by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser or if the premises of any tenant of the Building are damaged as a result of fire or other casualty to such extent that such tenant is entitled pursuant to its Lease to terminate its Lease and does so as a result of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of the casualtycasualty loss, then either Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either terminate this Agreement by written notice to the other party within ten (i10) require Seller to repair days after such damageparty has received notice of the casualty, in which event the time for Closing all documents shall be extended by returned to the length respective parties, and the Deposit shall be promptly returned to Purchaser, and thereupon, this Agreement shall terminate, and neither party shall have any further rights or obligations hereunder except any Surviving Obligations. Seller agrees to give Purchaser notice of time reasonably necessary for Seller any fire or other casualty within forty-eight (48) hours after learning of any such event. The failure of either party to complete give such repairs; notice of termination within the aforesaid ten (10) day period shall be conclusive evidence that such party has waived such option to terminate. In the event of fire or other casualty causing damage (a) in an amount less than the Material Damage Amount, or (iib) without Seller repairing in an amount more than the Material Damage Amount or if a tenant of the Building terminates its Lease as a result of such casualty loss, but with respect to which either party has not elected to terminate this Agreement as aforesaid, then, provided Purchaser has waived all conditions precedent to Purchaser's obligation to perform hereunder, Purchaser shall have the right to control the adjustment and settlement of any insurance claim relating to said damage, consummate and upon the Closing, in which latter event the proceeds of all insurance covering such damage Closing Date Seller shall be assigned by Seller assign to Purchaser at Closing the interest of Seller in and to any insurance proceeds with respect to said damage. In such event, Seller will also credit against the Base Purchase Price shall be reduced by the amount of any deductible on Seller's casualty and co-insurance and any amounts retained by Seller’s lenderpolicies covering said damage. For the purposes hereof, “material” the term "Material Damage Amount" shall mean damage, the repair cost of which is reasonably estimated by Seller to be deemed in excess of an amount of money equivalent to mean any damage to more than three two and one-half percent (32.5%) of the square footage of Base Purchase Price. If the PremisesClosing Date is less than ten (10) days following the last day on which either party is entitled to elect to terminate this Agreement, any damage which will cost more than three percent (3%) of then the Purchase Price Initial Closing shall be delayed until such election is made or deemed to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyhave been made.

Casualty. Seller assumes If all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages of the Property is damaged by fire or other casualty occurring prior to the Closing, whether or not such damage affects a material part of the Property, then: 13.1.1 if the Repair Estimate (as hereinafter defined) is less than or equal to Twenty Million Dollars ($20,000,000), neither party shall have the right to terminate this Agreement and the parties shall nonetheless consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of said destruction or damage; provided, however, that, in such event, (a) Seller shall assign to Buyer and Buyer shall have the right to make a claim for and to collect and retain (x) any casualty insurance proceeds payable under the casualty insurance policies in effect with respect to the Property on account of said physical damage or destruction as necessary to perform repairs to the Property and/or to rebuild the Property to substantially the same condition as existed prior to the occurrence of such fire or other casualty less (y) any costs incurred by Seller to collect such proceeds and any portion of such proceeds that Seller uses to make temporary or emergency repairs to the Property and (b) Buyer shall receive a credit against the balance of the Purchase Price due at Closing from for the unpaid amount of the deductible on such casualty insurance policy. In such event, upon receipt of such casualty insurance proceeds, Buyer shall restore the Property to the condition that existed prior to the occurrence of such fire or other casualty. 13.1.2 if the Repair Estimate exceeds Twenty Million Dollars ($20,000,000), Buyer shall have the option, exercisable within fifteen (15) Business Days after receipt by Buyer of the Repair Estimate as described in Sections 13.2 and 13.3 hereof (but subject to Buyer’s right to object to the Repair Estimate), TIME BEING OF THE ESSENCE, to terminate this Agreement by delivering notice thereof to Seller, whereupon the Deposit shall be returned to Buyer, subject to the terms and conditions of Section 16 hereof, and this Agreement shall be deemed canceled and of no further force or effect, and neither party shall have any further rights or liabilities against or to the other except for the Effective Date Surviving Obligations. If a fire or other casualty described in this Section 13.1.2 occurs, and Buyer does not timely elect to terminate this Agreement, then Buyer and Seller shall consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of said destruction or damage and, in such event, (a) Seller shall assign to Buyer and Buyer shall have the right to make a claim for and to collect and retain (x) any casualty insurance proceeds payable under the casualty insurance policies in effect with respect to the Property on account of said physical damage or destruction as necessary to perform repairs to the Property and/or to rebuild the Property to substantially the same condition as existed prior to the occurrence of such fire or other casualty less (y) any costs incurred by Seller to collect such proceeds and any portion of such proceeds that Seller uses to make temporary or emergency repairs to the Property and (b) Buyer shall receive a credit against the balance of the Purchase Price due at Closing for the unpaid amount of the deductible on such casualty insurance policy. In such event, upon receipt of such casualty insurance proceeds, Buyer shall restore the Property to the condition that existed prior to the occurrence of such fire or other casualty. Notwithstanding anything to the contrary in Section 13.1.1 or Section 13.1.2, if casualty insurance proceeds or the right to make a claim for and to collect such proceeds under the casualty insurance policies are to be assigned pursuant to Section 13.1.1 or Section 13.1.2, but same shall not be assignable, and/or such proceeds shall be insufficient to repair the Property and/or to rebuild the Property to substantially the same condition as existed prior to the occurrence of such fire or other casualty, then same shall be deemed a failure of a condition precedent to Buyer’s obligation to proceed to Closing. 13.1.3 The estimated cost to repair and/or restore (the “Repair Estimate”) shall be established by estimates obtained by Seller from independent contractors, subject to Buyer’s review and reasonable approval and the provisions of Section 13.1.4 hereof. 13.1.4 Any disputes under this Section 13 as to the estimated cost of repair or restoration shall promptly notify Purchaser be resolved by expedited arbitration before a single arbitrator acceptable to both Seller and Buyer in their reasonable judgment in accordance with the rules of the American Arbitration Association; provided, however, that if Seller and Buyer do not agree on an arbitrator within five (5) days after a dispute arises, then either party may request the American Arbitration Association to designate an arbitrator in the Borough of Manhattan, New York. Such arbitrator shall be an independent architect having at least ten (10) years of experience in the construction of first-class office/retail buildings in Manhattan. The determination of the arbitrator shall be conclusive and binding upon the parties. The costs and expenses of such damagearbitrator shall be borne equally by Seller and Buyer. Each party shall have the opportunity to submit a written report of up to 10 pages in connection with any such dispute. 13.1.5 If such damage the Repair Estimate is not material delivered to Buyer at least fifteen (15) Business Days prior to the then Scheduled Closing Date in accordance with the terms hereof, the Scheduled Closing Date shall automatically be extended until the later of (I) the date that is fifteen (15) Business Days following the delivery of such estimate in accordance with the terms hereof and will not take more than two (2II) months if any dispute is submitted to repair from arbitration in accordance with Section 13.3 hereof, then fifteen (15) Business Days following the date of the casualtydetermination of the arbitrator. 13.1.6 Notwithstanding anything to the contrary contained in this Agreement, then Seller shall repair such damageif the Property is damaged by fire or other casualty and this Agreement is not terminated in the circumstances described above, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: but either (a) terminate this Agreement whereupon greater than twenty-five (25%) percent of the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution area of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination Property is damaged or Closing; rendered untenantable or (b) elect to proceed to Closing whereupon Purchaser shall have less than twenty-five (25%) percent of the option to either area of the Property is damaged or rendered untenantable but such repair and restoration would not be completed within six (i6) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate months after the Closing, in which latter event then either Seller or Buyer, upon notice to the proceeds of all insurance covering such damage shall be assigned by Seller other party, may elect not to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by enter into Seller’s lender. For purposes hereofLease and Buyer may, “material” but shall not be deemed to mean any damage to more than three percent (3%) of obligated to, repair and restore the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyProperty.

Casualty. Seller assumes all risk and liability, damage to If any portion of the improvements at a Property shall be damaged or injury occurring to the Premises and/or Personal Property destroyed by fire, storm, accident fire or any other casualty and either (i) no Major Tenant is entitled to terminate its Lease under the terms of its Lease as a result of such casualty, or cause until (ii) a Major Tenant has waived its termination right, then this Agreement shall remain in full force and effect, and at the Closing (x) Buyer shall be entitled to any and all insurance proceeds, monies and claims received by and/or accrued to the applicable Seller on account of such casualty (less such sums, if any, as shall have been actually and reasonably expended by such Seller in connection with the repair or restoration of such casualty or the prosecution of such claim (the "Reimbursable Amounts")) and (y) Buyer shall receive a credit against the applicable Purchase Price equal to the amount of the deductible under the applicable Seller's property insurance, less the Reimbursable Amounts to the extent such Seller has been consummatednot recovered such Reimbursable Amounts under clause (x) above. If any portion of the Premises and/or Personal improvements at a Property shall be damaged or destroyed by fire or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser and a Major Tenant is entitled to terminate its Lease as a result of such damage. If fire or casualty and does properly terminate its Lease as a result of such damage is not material and will not take more than two (2) months to repair from the date of the fire or casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser Buyer shall have the option to either (iA) require Seller to repair remove the Property occupied by such damage, in which event Major Tenant from the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at applicable Closing and the Purchase Price shall be reduced accordingly, or (B) proceed to Closing with respect to the affected Property, at which time Buyer shall be entitled to any and all insurance proceeds, monies and claims received by and/or accrued to the applicable Seller on account of such casualty (less the Reimbursable Amounts), and (C) Buyer shall receive a credit against the applicable Purchase Price equal to the amount of any the deductible and co-insurance and any amounts retained under the applicable Seller's property insurance, less the Reimbursable Amounts to the extent such Seller has not recovered such Reimbursable Amounts under clause (x) above. Buyer hereby acknowledges that, in the event that Buyer exercises the foregoing clause (A) with respect to the Property affected by Seller’s lendersuch fire or casualty, Buyer shall remain obligated to purchase the remaining Properties. For purposes hereofIn the event that the period by which a Major Tenant must exercise its termination rights for a casualty under its Lease extends past the scheduled Closing date for the Property at which the Major Tenant is located, “material” the Closing date for such Property shall be deemed extended to mean any damage to more than three percent be five (3%5) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and business days after such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtytermination period expires.

Casualty. Seller assumes (a) In the event that all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty substantial portion of a Building shall be damaged or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from destroyed by fire or other casualtycasualty prior to Closing, Seller shall promptly notify Purchaser of such damage. If such damage may terminate this Agreement by written notice thereof to the Sellers within ten (10) days after Purchaser is not material and will not take more than two (2) months to repair from the date notified of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length . Upon termination of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon as provided in this Section 7.5(a), the ▇▇▇▇▇▇▇ Money shall be returned to PurchaserPurchaser and all rights, other man $100.00 thereof, which duties and obligations of the parties under this Agreement shall thereafter cease and be retained by Seller as independent consideration of no further force or effect except for its execution those that expressly survive termination of this Agreement. If Purchaser does not terminate this Agreement as aforesaid, then the parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (bi) elect to proceed to Closing whereupon Purchaser shall have the option right to either receive all insurance proceeds with respect to such casualty with respect to the Property (i) require Seller except for proceeds previously used to repair such damageBuilding to the extent that immediate repairs are reasonably necessary), in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without such Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller deliver to Purchaser at the Closing all insurance proceeds received by such Seller attributable to its Building from such casualty (except for proceeds previously used to repair the Building to the extent that immediate repairs are reasonably necessary) and assign to Purchaser (and obtain written consent to such assignment from the applicable insurance company) all of such Seller’s right, title and interest in and to any claims which such Seller may have under the insurance policies covering its Building, and (iii) the Purchase Price shall be reduced by an amount equal to the amount positive difference between (x) the total costs and expenses to repair all damage arising from such casualty, and (y) the total insurance proceeds delivered to Purchaser as aforesaid under such insurance policies with respect to such casualty loss. In the event less than a substantial portion of any deductible a Building shall be damaged or destroyed by fire or other casualty after the Due Diligence Period but prior to Closing, then the parties shall proceed in accordance with the third sentence in this Section 7.5(a) and co-insurance and any amounts retained by Seller’s lender. Purchaser agrees to waive its right to terminate this Agreement as a result of such damage or distribution. (b) For the purposes hereofof Section 7.5(a), a “materialsubstantial portion” of the Property shall be deemed to mean be any damage to more than three percent (3%) portion of the square footage of the Premises, any damage which will Property with either a fair market value or replacement cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted equal to or received by Seller in connection with any casualtygreater than One Million and No/100 Dollars ($1,000,000.00).

Casualty. Seller assumes all risk and liability, damage to or injury occurring Prior to the Premises and/or Personal Property Closing and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by earthquake, hurricane, tornado, flood, landslide, fire, stormacts of war, accident terrorism, terrorist activities or any other casualty or cause until shall be borne and assumed by Sellers. If, prior to the Closing has been consummated. If the Premises and/or Personal any "Material Damage" (as hereinafter defined) occurs to any portion of any Property or any part thereofas a result of earthquake, suffers any damages prior to Closing from fire hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty, Seller Sellers shall promptly immediately notify Purchaser Buyer of such damagefact. If such damage In the event that there is not material and will not take more than two (2) months to repair from the date of the casualtyMaterial Damage that is uninsured, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser Buyer shall have the option to either terminate this Agreement upon written notice to Sellers given not later than ten (i10) require Seller days after Buyer's receipt of such notice from Sellers. Upon such termination, Escrow Agent shall return the Deposit to repair such damageBuyer, in the parties shall equally share the cancellation charges, if any, of Escrow Agent and Title Company, and neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof which event expressly survives the time for Closing termination of this Agreement. Buyer shall have no right to terminate this Agreement as a result of any damage or destruction of any portion of any Property that does not constitute Material Damage (or that does constitute Material Damage but is insured). If Buyer does not elect or has no right to terminate this Agreement, Sellers shall assign and turn over, and Buyer shall be extended by the length of time reasonably necessary for Seller entitled to complete such repairs; or (ii) without Seller repairing such damagereceive and keep, consummate the Closing, in which latter event the proceeds of all insurance covering proceeds payable with respect to such damage or destruction (which shall then be assigned by Seller repaired or not at Buyer's option and cost) and Buyer shall receive, as a credit against the Purchase Price, an amount equal to Purchaser at Closing the deductible amount with respect to the insurance and the Purchase Price parties shall be reduced proceed to the Closing pursuant to the terms hereof without modification of the terms of this Agreement. If Buyer does not elect or has no right to terminate this Agreement by the amount reason of any deductible and co-casualty, Buyer shall have the right to participate in any adjustment of any insurance and claim. As used herein, the term "Material Damage" shall mean damage or destruction to any amounts retained by Seller’s lender. For purposes hereofProperty, “material” shall be deemed to mean any damage to more than three percent (3%) the cost of the square footage repair of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyexceeds $500,000.00.

Casualty. Seller assumes all risk and liabilityIf, damage to or injury occurring prior to the Premises and/or Personal Closing Date, a material part (as defined in this Section 16.2) of the Property is destroyed or damaged by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualtycasualty (a “Damaged Property”), Seller shall promptly notify Purchaser Buyer of such damagefact and Buyer, at its option, may terminate the Agreement by giving notice to Seller not later than ten (10) Business Days after receipt of Seller’s notice. If such For the purposes hereof, a “material part” of the Property shall mean any portion of the Property where the amount required to repair or restore the destruction or damage caused by fire or other casualty is not material reasonably estimated by Buyer and will not take Seller to be more than two and one-half percent (22.5%) months to repair from the date of the Purchase Price, or if any Tenant occupying more than 3,000 square feet terminates its Lease at the Property as a result of the fire or other casualty. Provided, if any Tenant terminates its lease as a result of a casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by using the amount formula for calculation of any deductible an Earnout Payment and co-insurance and any amounts retained by Seller’s lenderthe terminated lease shall become an Earnout Space. For purposes hereofIf Buyer does not elect to terminate this Agreement as aforesaid, “material” shall be deemed to mean any or if there is damage to more or destruction of an “immaterial part” (i.e., anything other than three percent (3%a material part) of the square footage of the PremisesProperty by fire or other casualty, any damage which will cost more than three percent (3%) there shall be no abatement of the Purchase Price and Seller shall assign to replace and/or Buyer (without recourse) on the Closing Date the rights of Seller to any portion of the proceeds that has not been used by Seller to repair such casualty under Seller’s insurance policies, if any, covering the Property with respect to such damage or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondencedestruction, and Buyer shall be entitled to receive and keep any such monies received from such insurance policies (and shall be entitled to applicable deductibles, if any). In furtherance hereof, in the event an “immaterial part” of the Property is damaged after the date hereof, Seller shall, in accordance with sound management practice, repair such damage reports and such other information as reasonably requested by PurchaserBuyer shall, submitted on the Closing Date, reimburse to or Seller the cost thereof, less any amount of insurance proceeds received by Seller (but not paid to Buyer) in connection therewith. Seller shall not enter into any settlement with the insurance carrier without the consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed. Seller shall not modify, terminate or otherwise permit any casualtyof Seller’s existing insurance policies to lapse or terminate prior to the Closing Date. If any damage or destruction which occurs prior to the Closing Date is not covered by Seller’s insurance, then Buyer’s sole remedy shall be to either (a) close and receive a credit against the Purchase Price in the amount of such damage or destruction, or (b) terminate this Agreement in accordance with Section 16.3 hereof.

Casualty. Seller assumes all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. (a) If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from any Property is damaged by fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material estimate the cost to repair and the time required to complete repairs and will not take more than two provide Buyer written notice of Seller’s estimate (2the “Casualty Notice”) months to repair from as soon as reasonably possible after the date occurrence of the casualty. (b) In the event of any damage to or destruction of the Properties or any portion thereof prior to Closing which permits any Tenant of the Property to terminate its Lease, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) Buyer may terminate this Agreement whereupon by providing written notice to Seller within ten (10) days after receipt of the ▇▇▇▇▇▇▇ Money shall be returned Casualty Notice. In the event Buyer does not elect to Purchaserterminate, other man $100.00 thereofand in the event of any damage to or destruction of the Properties or any portion thereof prior to Closing which does not permit any Tenant of the Property to terminate its Lease, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights proceed under this Agreement and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have close on the option to either (i) require Seller to repair such damage, in which event earlier of the time date otherwise scheduled for Closing shall be extended by or fifteen (15) days after Buyer’s receipt of the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Casualty Notice. At Closing, Seller shall assign to Buyer all of Seller’s rights in which latter event the and to any resulting insurance proceeds due Seller as a result of all insurance covering such damage or destruction and shall be assigned by Seller pay over to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any Buyer all amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or theretofore received by Seller in connection with such casualty and the deductible associated with such insurance, in each case, net of Seller’s reasonable costs incurred in restoring the Properties, and Buyer shall assume full responsibility for all needed remaining repairs. Seller shall have no obligation to repair or restore the Properties. (c) The provisions of this Article 12 supersede the provisions of any casualtyapplicable statutory or decisional law with respect to the subject matter of such Article.

Casualty. Seller assumes all risk and liability, damage to If at any time on or injury occurring prior to the Premises and/or Personal Property by fire, storm, accident Closing Date any material portion of the Improvements are destroyed or damaged as a result of fire or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualtywhatsoever, Seller shall promptly notify Purchaser give written notice thereof to Purchaser. In the event of such damage. If such destruction or damage is not to a material and will not take more than two (2) months to repair from the date portion of any of the casualtyImprovements on the Property, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: thirty (a30) days from receipt of notice of such occurrence to notify Seller in writing of its intent to terminate this Agreement whereupon Agreement. Upon termination pursuant to this provision Seller shall promptly refund the ▇▇▇▇▇▇▇ Money Deposit to Purchaser and the parties shall be returned relieved of further obligation hereunder, except those that expressly survive termination of such damage or destruction. In the event of such damage or destruction where Purchaser does not elect to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of terminate this Agreement, this Agreement shall remain in which event full force and effect and the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon without any adjustment in the Purchase Price. All insurance proceeds shall be paid to an escrow agent reasonably acceptable to Seller and Purchaser, who shall hold the insurance proceeds until such time as Purchaser shall have present reasonable evidence to Seller as to whether Purchaser wishes to restore or demolish the option damaged Improvements. If Purchaser elects to either (i) require Seller to repair such damagerestore the Improvements, in which event then the time for Closing insurance proceeds shall be extended by released to Purchaser for such purpose, and Purchaser shall proceed to the length restoration of time reasonably the Improvements. In the event that not all the insurance proceeds are required for such restoration, then, upon completion of the restoration, the excess proceeds shall be payable to Seller. If the Purchaser elects to demolish all or any portion of the Improvements, the insurance proceeds shall be released to Purchaser to the extent necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate demolition and the Closing, in which latter event balance of the insurance proceeds of all insurance covering such damage shall be assigned by Seller paid to Purchaser at Closing and the Purchase Price Seller. This Section shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtysurvive Closing.

Casualty. Seller assumes all risk Risk of loss up to and liability, including the Closing Date shall -------- be borne by Seller. In the event of any immaterial damage to or injury occurring destruction to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part portion thereof, suffers Seller and Purchaser shall proceed to close under this Agreement, and Purchaser will receive (and Seller will assign to Purchaser at the Closing Seller's rights under insurance policies to receive) any damages prior insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing from fire or other casualty, Date) due Seller shall promptly notify Purchaser as a result of such damagedamage or destruction and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. If For purposes of this Agreement, the term "immaterial damage or destruction" shall mean such instances of damage is not material or -------------------------------- destruction: (i) which can be repaired or restored at a cost of $250,000.00 or less; (ii) which can be restored and will not take more than two repaired within sixty (260) months to repair days from the date of such damage or destruction; (iii) which are not so extensive as to allow any tenant leasing 5,000 rentable square feet or more at the casualty, then Seller shall repair Property to terminate its Lease on account of such damage, damage or destruction; and (iv) 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 time for 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 by to give Purchaser the length of time reasonably necessary for Seller full 10-day period to complete make such repairs. If such damage is material, then Purchaser shall have the option to: election): (ai) terminate this Agreement Agreement, whereupon Escrow Agent shall immediately return the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without proceed to close under this Agreement, receive (and Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller will assign to Purchaser at the Closing Seller's rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to the period on or after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and the Purchase Price assume responsibility for such repair, and Purchaser shall be reduced by the amount of receive a credit at Closing for any deductible and co-amount under said insurance and any amounts retained by policies. If Purchaser fails to deliver to Seller notice of its election within the period set forth above, Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the preceding sentence. If Purchaser elects clause (ii) above, Seller will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s lender's insurers. For purposes hereofof this Agreement "material damage or destruction" shall mean all ------------------------------ instances of damage or destruction that are not immaterial, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtydefined herein.

Casualty. Seller assumes all risk and liabilityUpon the occurrence of any casualty loss, damage to or injury occurring destruction material to the Premises and/or Personal Property by fireoperation of the Applicable Stations or the Sale Assets prior to the Closing, stormTransferor shall promptly give Transferee written notice setting forth in detail the extent of such loss, accident damage or destruction and the cause thereof if known. Transferor shall use commercially reasonable efforts to promptly commence and thereafter to diligently proceed to repair or replace any other casualty such lost, damaged or cause until destroyed property. In the event that such repair or replacement is not fully completed prior to the Closing has Date, Transferee may elect at its sole option to postpone the Closing until Transferor’s repairs have been consummated. If fully completed if such event shall occur within sixty (60) days or to consummate the Premises and/or Personal Property or any part thereof, suffers any damages prior to transactions contemplated hereby on the Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of the casualty, then Seller shall repair such damageDate, in which event Transferor shall assign to Transferee the time for portion of the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney’s fees, expenses and court costs incurred by Transferor to collect such amounts), if any, not previously expended by Transferor to repair or replace the damaged or destroyed property (such assignment of proceeds to take place regardless of whether the parties close on the scheduled or deferred Closing Date) and Transferee shall be extended by accept the length of time reasonably necessary for Seller damaged Sale Assets in their damaged condition provided that Transferor has satisfied its insurance obligations in Section 5.1(a) hereof. In the event the Transferor is unable to complete such repairs. If such damage is materialthe repairs within sixty (60) days, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser Transferee shall have the option to terminate this Agreement. In the event the loss, damage or destruction causes or will cause the Applicable Station(s) to be off the air for more than seven (7) consecutive days or fifteen (15) total days during a one month period, whether or not consecutive, then Transferee may elect either (i) require Seller to repair such damageconsummate the transactions contemplated hereby on the Closing Date, in which event Transferor shall assign to Transferee the time for Closing portion of the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney’s fees, expenses and court costs, incurred by Transferor to collect such amounts), if any, not previously expended by Transferor to repair or replace the damaged or destroyed property, and Transferee shall be extended by accept the length of time reasonably necessary for Seller to complete such repairs; damaged Sale Assets in their damaged condition, or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyterminate this Agreement.

Casualty. Seller assumes all risk risks and liability, liability for damage to or injury occurring to the Premises and/or Personal Property Parcel A by fire, storm, accident accident, or any other casualty or cause until the Closing has been consummated. If If, between the Premises and/or Personal Property or any part thereofEffective Date and the Closing Date, Parcel A suffers any damages prior to Closing from fire or other casualtyMaterial Damage, Seller shall promptly promptly, and in any event prior to the Closing, notify Purchaser. Purchaser may elect, by written notice delivered to Seller within fifteen (15) business days after receipt of such damage. If such damage is not material and will not take more than two (2) months notice, to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: either (a) terminate this Agreement whereupon without further liability to Purchaser upon which Escrow Agent shall return the ▇▇▇▇▇▇▇ Money shall be returned and interest earned thereon to Purchaser, and neither party shall have any further obligation to the other man $100.00 thereof, which shall hereunder except as may be retained by Seller as independent consideration for its execution of expressly provided in this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed continue to Closing whereupon without reduction in the Purchase Price. The Closing Date shall be extended as necessary to permit Purchaser the full fifteen (15) business days. “Material Damage” means damage which may cause, in Purchaser’s reasonable judgment, Purchaser to expend additional funds to prepare Parcel A for development in accordance with the Preliminary Parcel A Site Plans. If Purchaser does not terminate this Agreement in the case of Material Damage, Seller shall have assign to Purchaser at the option Closing its right to either recover under any insurance policies covering such damage (iif any) require and shall pay Purchaser at the Closing the amount of the deductible or other self-insured retention, if any. If between the Effective Date and the Closing Date, the Parcel A suffers damage which is not Material Damage, Seller shall assign to repair Purchaser all insurance proceeds payable on account of such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller and pay to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-or uninsured loss under such insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtypolicy.

Casualty. Seller assumes all risk and liability, damage to or injury occurring In the event that prior to the Premises and/or Personal Closing Date the improvements on the Property are damaged by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damagePurchaser. If such damage the casualty is not material and will not take more than two (2) months to repair from the date of the casualtydefined below), then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: either (a) to terminate this Agreement whereupon by notice given to Seller within 30 days after Purchaser receives the ▇▇▇▇▇▇▇ Money notice of the casualty, or (b) to close the purchase of such Property by paying Seller the entire Purchase Price for the Property and to the extent the damage has not been repaired prior to the Closing, receiving all of the Seller's rights with respect to recovery for such unrepaired damage caused by the fire or casualty under Seller's existing insurance policies (subject to the provisions of Seller's policy), together with a credit on the Purchase Price, for the amount of the deductible applicable to such insurance. In the event Purchaser elects to terminate this Agreement, the Deposit shall be returned to Purchaser and, except as otherwise expressly provided in this Agreement, neither party shall have any further liability or obligation to the other. A material casualty is one that results in damage to the improvements on the Property in excess of $1,000,000.00. If the casualty is not material and has not been completely repaired prior to the Closing, and the remaining costs of repair are fully covered by insurance (except for the deductible portion), Purchaser may elect to either (x) extend the Closing until Seller shall have completed all repairs necessary to return such Property to its pre casualty condition; or (y) close on the scheduled Closing Date by paying Seller the entire Purchase Price for the Property and to the extent the damage has not been repaired prior to the Closing, receiving all of the Seller's rights with respect to recovery for such unrepaired damage caused by the fire or casualty under Seller's existing insurance policies (subject to the provisions of Seller's policy). To the extent assignable, Seller shall assign to Purchaser Seller's right to any proceeds available to Seller for loss of rents as the result of that casualty after the Closing; provided, however, that Seller makes no representation or warranty that any proceeds shall be available to Purchaser for loss of rents with respect to periods after Closing. If necessary, Seller agrees to assign its rights in such insurance to Purchaser with respect to such casualty, subject to the provisions of Seller's policy. Seller shall be responsible for the payment of any such repairs made prior to the Closing and shall be entitled to the insurance proceeds applicable to those repairs. If the casualty is not material and is not fully covered (except for the deductible portion) by insurance of Seller and unless Seller is willing to comply with either (x) or (y) above, Purchaser may terminate this Agreement as Purchaser's sole remedy (in which event the Deposit shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of ). If Purchaser does not terminate this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to be responsible for any such repair such damage, in which event the time for Closing shall be extended costs that are not covered by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyinsurance.

Casualty. Seller assumes all risk and liability, damage to (a) If the Broadcasting Assets are damaged or injury occurring to the Premises and/or Personal Property destroyed by fire, storm, accident fire or any other casualty or cause until between the date hereof and the Closing has been consummated. If Date and the Premises and/or Personal Property repair cost, individually or any part thereofin the aggregate (the "Repair Cost"), suffers any damages prior to Closing from fire or other casualtywill exceed $200,000, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser Buyer shall have the option toeither: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require to accept the Broadcasting Assets in their damaged or destroyed condition with (x) Seller and her Affiliates assigning or delivering to repair Buyer all of their rights to any insurance proceeds for such damage, in which event damage or destruction and (y) the time for Closing shall be extended Purchase Price being reduced by the length of time reasonably necessary for Seller difference between the amount, if any, that the Repair Cost exceeds such insurance proceeds received by Buyer (the "Insurance Deficiency") up to complete such repairsan amount not to exceed $1,000,000; or (ii) without unless Seller repairing agrees to pay the full amount of such damage, consummate repair cost and such repairs can be so substantially completed prior to the Closing Date that broadcast activities can be conducted unabated from and after the Closing, to cancel this Agreement by giving written notice to Seller not later than fifteen (15) days after the Repair Cost is determined. Seller shall promptly notify Buyer in which latter event writing of any fire or other casualty occurring with respect to the Broadcasting Assets. Seller shall provide Buyer and its agents and contractors with access to any damaged Broadcasting Assets following any fire or other casualty so that Buyer can obtain an estimate of the Repair Cost within thirty (30) days after Seller notifies Buyer of the fire or other casualty. (b) If any of the Broadcasting Assets are damaged or destroyed by fire or other casualty or cause between the date hereof and the Closing Date and the Repair Cost is equal to or less than $200,000, the Buyer shall accept the Broadcasting Assets in their damaged or destroyed condition with Seller and her Affiliates assigning or delivering to Buyer all of their rights to any insurance proceeds of all insurance covering for such damage shall be assigned by Seller to Purchaser at Closing or destruction and the Purchase Price shall be being reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereofthe Insurance Deficiency, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyif any.

Casualty. Seller assumes Sellers shall promptly notify Buyer of any casualty affecting any Property. In the event that all risk and liability, damage to or injury occurring to the Premises and/or Personal 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 Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from destroyed by fire or other casualtycasualty after the Effective Date and before the Closing Date, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two (2) months Buyer may, at its option, elect to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon and receive a refund of the ▇E▇▇▇▇▇▇ Money shall be returned Deposit, or accept the affected Property and the other Properties, subject to PurchaserSellers assignment of all insurance proceeds to Buyer and payment of an amount equal to the deductible, other man $100.00 thereofif any, which shall be retained by Seller as independent consideration for its execution applicable to such loss under the insurance policies pursuant to the terms of this AgreementSection 26(B). In the event Buyer does not elect to terminate this Agreement 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 parties Closing any insurance proceeds actually received by Sellers attributable to such Property from such casualty, or 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 have be no further rights reduction in the allocated portion of the Purchase Price 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 liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser Sellers shall have the option to either (i) require Seller deliver to repair Buyer at the Closing any insurance proceeds actually received by Sellers attributable to the Property from such damagecasualty, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing assign to Buyer all of Sellers’ right, title, and interest in any claim under any applicable insurance policies in respect of such damagecasualty, consummate together with payment to Buyer of an amount equal to the Closingdeductible(s), in which latter event if any, applicable to such loss under the proceeds of all insurance covering such damage policy(ies), and there shall be assigned by Seller to Purchaser at Closing and no reduction in the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) allocated portion of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and for such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyProperty.

Casualty. Seller assumes all risk and liability, damage to or injury occurring If at any time prior to the Premises and/or Personal Closing Date all or a portion of the Property by fire, storm, accident is destroyed or damaged as a result of fire or any other casualty whatsoever and the cost of restoring such damage exceeds $3,500,000 or cause until such casualty is not insured (and Sellers, in the event of the absence of insurance, elect not to restore the Property prior to the Closing has been consummated. If or to give Purchasers a credit against the Premises and/or Personal Property or any part thereofPurchase Price equal to the restoration costs, suffers any damages prior as estimated by a reputable contractor in consultation with Purchasers’ consultant, which contractor shall be selected by Sellers and reasonably acceptable to Closing from fire or other casualtyPurchasers), Seller shall promptly notify Purchaser then, at the option of Purchasers, which option must be exercised within 20 days after receipt of such damage. If such damage is not material and will not take more than two (2) months to repair from the date estimate of the casualtyrestoration costs, then Seller this Agreement shall repair such damage, in which event the time for Closing terminate and shall be extended by canceled with no further liability of either party to the length of time reasonably necessary for Seller to complete such repairs. If such damage is materialother (other than those provisions that expressly survive termination), then Purchaser shall have and the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money Deposit shall be returned to PurchaserPurchasers. Sellers shall give Purchasers prompt written notice of any casualty. If there is any partial or total damage or destruction, other man $100.00 thereofand if Purchasers elect not to terminate (or are not permitted to terminate) this Agreement as herein provided, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate then at the Closing, any insurance proceeds paid to Owners for the actual value of the property lost or destroyed up to but not in which latter event excess of the Purchase Price, less any costs incurred by Owners in connection with such casualty (including, but not limited to, legal fees and engineering fees) and the payment of any that shall have theretofore been used for restoration of the Property pursuant to a plan of restoration approved in writing by Purchasers, shall remain as an asset of the Owner who has received such payment or proceeds (and any such proceeds shall remain an asset of all insurance covering such damage Owner and shall not be distributed to Sellers), and Purchasers shall be assigned by Seller entitled to Purchaser at Closing and a credit against the Purchase Price shall be reduced by for the amount of any deductible and co-under Owners’ respective insurance and policies. Sellers hereby agree that they will not permit Owners to settle or compromise any amounts retained by Seller’s lendersuch insurance claims without Purchasers’ prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. For purposes hereofNotwithstanding anything contained in this Section 6.2 to the contrary, “material” Sellers shall be deemed under no obligation to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyrestore the Property.

Casualty. Seller assumes all risk and liability, damage to If a Site is damaged or injury destroyed by fire or other casualty event (“Casualty”) first occurring after the Effective Date but prior to the Premises and/or Personal Property by fireClosing of such Site, storm, accident or any other casualty or cause until the Closing has been consummatedSeller will provide written notice to Buyer of such Casualty promptly following Seller’s receipt of actual knowledge of such Casualty. If the Premises and/or Personal Property Site is “materially damaged or destroyed” (as defined below) by such Casualty, Buyer may designate such Site as a Post Diligence Excluded Site by written notice given to Seller within ten (10) Business Days after Buyer receives notice of the occurrence of such Casualty, and it will be excluded from this transaction as provided in Section 1.6 above. If the Site is not deemed “materially damaged or destroyed,” or if it is but the Site is not timely designated as a Post Diligence Excluded Site by Buyer, then Buyer will remain bound to purchase the Site for the full Allocated Purchase Price pursuant (and subject) to the terms of this Agreement, without regard to the occurrence or effects of the Casualty; provided that (a) if the Tenant is responsible under the applicable Lease for insuring the Site suffering the Casualty, then at the Closing for such Site Seller will assign to Buyer Seller’s interest in the property insurance proceeds payable to Seller (if any) under such Tenant’s insurance for the restoration of the physical damage to such Site, up to (but not to exceed) the Allocated Purchase Price amount for such Site, or (b) if Seller is responsible under the applicable Lease for insuring the Site suffering the Casualty, then at the Closing for such Site Seller will provide Buyer with a credit against the Purchase Price equal to the amount of the property insurance proceeds that would be payable to Seller (if any) under Seller’s insurance for the repair of the physical damage to such Site, plus any part thereofdeductible amount applicable thereto, suffers up to (but not to exceed) the Allocated Purchase Price amount for such Site, and net of any damages out-of-pocket costs and expenses reasonably incurred by Seller prior to Closing from fire (“Seller’s Casualty Costs”) in connection with the Casualty. For purposes of this Section, a Site that is subject to a Casualty shall be deemed “materially damaged or other casualtydestroyed” only if (i) the Landlord is responsible under the applicable Lease for insuring or restoring the Site but (x) the insurance proceeds amount (including applicable deductible) that would be credited to Buyer as provided above for such Site (for clarity, Seller shall promptly notify Purchaser net of such damage. If such damage Seller’s Casualty Costs, if any) is not material reasonably sufficient to fund the full out-of-pocket cost for any repairs Buyer would be required to pay for or make to return such Site to a condition substantially as good as existed immediately prior to the Casualty, and will (y) Seller does not take more than two agree (2in Seller’s sole and absolute discretion) months to repair from pay or credit Buyer for the date of anticipated shortfall; (ii) the casualty, then Seller shall repair such damage, in which event Tenant has the time for Closing shall be extended by the length of time reasonably necessary for Seller express right to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned rent under the applicable Lease, such abatement would continue beyond the scheduled Closing Date for such Site, and Seller does not agree (in Seller’s sole and absolute discretion) to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration pay or credit Buyer for its execution the full amount of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closingsuch post-Closing rental abatement; or (biii) elect the Tenant has the express right to proceed to Closing whereupon Purchaser shall have terminate the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) applicable Lease as a result of the square footage of the PremisesCasualty affecting such Site, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and unless waived in writing by such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyTenant.

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 risk risks and liability, liability for damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident accident, or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property Property, or any part thereof, suffers any damages damage in excess of Two Million Two Hundred Thousand Dollars ($2,200,000) 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 shall promptly notify and Escrow Holder within ten (10) business days after Purchaser of such damage. If such damage is not material and will not take more than two (2) months to repair has received written notice from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon and the ▇▇▇▇▇▇▇ Money provisions of Section 2.4 shall be returned to Purchaserapply, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of all any insurance covering such 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 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 by Seller to Purchaser at the Closing and Purchaser shall receive a credit for the Purchase Price shall be reduced by deductible and the amount of any deductible uninsured loss. If the Property, or any part thereof, suffers any damage equal to or less than Two Million Two Hundred Thousand Dollars ($2,200,000) prior to the Closing, Purchaser agrees that it will consummate the Closing and co-accept the assignment of the proceeds of any insurance and any amounts retained by covering such damage plus an amount equal to Seller’s lender. For purposes hereof, “material” deductible under its insurance policy and the amount of any uninsured loss and there shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of no reduction in the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyPrice.

Casualty. Seller assumes all The risk and liability, of loss or damage to or injury occurring destruction to the Premises and/or Personal Property by fire, storm, accident fire or any other casualty or cause is assumed by Seller until the Closing has been consummatedClosing, but, except as specifically set forth in this Paragraph, Seller shall not be obligated to repair or replace any such loss or damage. If In the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from event of fire or other casualty, Seller shall promptly have thirty (30) days to notify Purchaser whether it intends to rebuild the Premises, but if Seller shall fail to notify Purchaser of its election within such damagethirty (30) day period Seller shall be deemed to have elected not to rebuild. If such damage Seller elects (or is deemed to have elected) not material and will not take more than two (2) months to repair from or replace any such loss or damage to the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, Premises then Purchaser shall have the option to: of declaring this Contract of Sale terminated within thirty (a30) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned days of Seller's election not to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreementrebuild, in which event Seller or Purchaser shall instruct Escrow Agent to refund to Purchaser, with the parties interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall terminate and neither Seller nor Purchaser shall have no any further rights claim against the other; provided that if neither party shall have elected to terminate this Contract as aforesaid then Purchaser shall close title in accordance with this Contract and liabilities hereunder except pay in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies, if any, together with respect any payments under such policies made to those matters specifically surviving termination Seller prior to the Closing not expended to repair or Closing; replace such loss, damage or destruction and Seller shall credit to Purchaser the amount of any insurance deductible. If Seller elects to repair or replace any such loss or damage, Seller shall be entitled to reasonable adjournments of the Closing Date in which to perform the work, not exceeding one hundred twenty (b120) elect days in the aggregate. If Seller elects to proceed repair or replace any such loss or damage to the Premises and if such loss or damage is not repaired (substantial completion thereof) prior to the Closing whereupon Date, as adjourned by Seller pursuant to this Paragraph, Purchaser shall have the option to either of: (ia) require Seller to repair such damagedeclaring this Contract of Sale terminated, in which event Seller or Purchaser shall instruct Escrow Agent to refund to Purchaser, with the time for Closing interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall be extended by terminate and neither Seller nor Purchaser shall have any further claim against the length of time reasonably necessary for Seller to complete such repairs; other or (iib) closing title in accordance with this Contract of Sale and paying in full the Purchase Price, without any abatement thereof or claim against Seller repairing for such loss or damage, consummate and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies for work not yet completed, together with any payments under such policies made to Seller prior to the ClosingClosing not expended to repair or replace such loss, in which latter event the proceeds of all insurance covering such damage or destruction; provided that if Purchaser shall be assigned by Seller have failed to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” timely make an election it shall be deemed to mean any damage to more than three percent have chosen (3%b) above. Notwithstanding the foregoing, if the cost of the square footage of the Premisesrepairs and replacements is less than $25,000, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested determined by Purchaser, submitted to or received an independent third party professional chosen by Seller and acting reasonably, Purchaser shall close title with a credit against the purchase price in connection such amount which shall not exceed $25,000 and Seller shall retain the rights to the insurance proceeds, if any, in respect of such casualty. This Paragraph shall govern to the extent inconsistent with any casualtyapplicable law.

Casualty. Except as provided in Article 4, Seller assumes shall retain all risk risks and liability, liability for damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident accident, or any other casualty or cause until Closing. If, between the Effective Date and the Closing has been consummated. If Date, the Premises and/or Personal Property or any part thereofsuffers Material Damage (defined below), suffers any damages prior to Closing from fire or other casualty, then Seller shall promptly notify Purchaser Buyer. Buyer may elect, by written notice delivered to Seller within fifteen (15) days after receipt of such damage. If such damage is not material and will not take more than two (2) months notice, either to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event case Escrow Agent will return the parties Deposit to Buyer, and neither party shall have no any further rights and liabilities hereunder obligation to the other except with respect to those matters specifically surviving termination or Closing; as may be expressly provided herein, or (b) elect continue to proceed Closing, in which case Seller shall assign any insurance proceeds resulting from the Material Damage to Buyer (but only to the extent that the proceeds do not exceed the Purchase Price and provided that Seller shall be entitled to retain any business interruption insurance proceeds that are applicable to the period prior to the Closing whereupon Purchaser shall have Date and any proceeds allocable to Seller’s personal property). The Closing Date may be extended as necessary to permit Buyer and Seller the option full fifteen (15) days. “Material Damage” means damage costing in Seller’s reasonable judgment, $300,000 or more to repair. If between the Effective Date and the Closing Date, the Property suffers damage which is not Material Damage, Seller shall, at Seller’s option, either (i) require Seller to repair such damagedamage at its expense, in which event to the time for reasonable approval of Buyer, prior to the Closing (and if such repair cannot reasonably be completed prior to the Closing, Seller shall be extended by have the length of time reasonably necessary for Seller right to complete extend the Closing Date until such repairs; repairs are completed), or (ii) convey the Property to Buyer without Seller repairing making such damage, consummate repairs and assign to Buyer all insurance proceeds payable on account of such damage (but only to the Closing, in which latter event extent that the proceeds of all do not exceed the Purchase Price and provided that Seller shall be entitled to retain any business interruption insurance proceeds that are applicable to the period prior to the Closing Date and any proceeds allocable to Seller’s personal property). If Buyer does not terminate this Agreement pursuant to this section following a casualty (whether or not the casualty results in Material Damage), Seller shall assign to Buyer at the Closing its right to recover under any insurance policies covering such damage shall be assigned by Seller (but only to Purchaser at Closing and the extent that the proceeds do not exceed the Purchase Price and provided that Seller shall be reduced by entitled to retain any business interruption insurance proceeds that are applicable to the period prior to the Closing Date and any proceeds allocable to Seller’s personal property) and shall pay Buyer at the Closing the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereofthe deductible, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyif any.

Casualty. Seller assumes all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property shall be damaged or any part thereofdestroyed, suffers any damages prior to Closing from in whole or in part, by fire or other casualtycasualty (a “Casualty”), Seller Borrower shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless of whether insurance proceeds are available, shall promptly notify Purchaser proceed to restore, repair, replace or rebuild the Property in accordance with Legal Requirements to be of such damage. If at least equal value and of substantially the same character as prior to such damage is or destruction. Lender may, but shall not material be obligated to make proof of loss if not made promptly by Borrower. In addition and will notwithstanding anything to the contrary set forth in the Condominium Documents, Borrower shall use all commercially reasonable efforts to permit Lender to participate in any settlement discussions with any insurance companies (and Borrower shall not take more than two (2approve any final settlement without Lender's approval) months to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length if an Event of time reasonably necessary for Seller to complete such repairs; Default is continuing or (ii) without Seller repairing such damage, consummate the Closing, with respect to any Casualty in which latter event the proceeds Net Proceeds or the costs of completing the Restoration are equal to or greater than Two Million and No/100 Dollars ($2,000,000) or for which an Insurance Trustee is required pursuant to the Condominium Declaration. Borrower shall deliver to Lender all insurance covering instruments required by Lender to permit such damage shall be assigned by Seller participation. Except as set forth in the foregoing sentence but subject to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) requirements of the square footage of Condominium Declaration and Borrower's obligation to comply with the PremisesInsurance Trustee Requirements to effect the following, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller Insurance Proceeds in connection with any casualtyCasualty (whether or not Lender elects to settle and adjust the claim or Borrower settles such claim) shall be due and payable solely to Lender and held by Lender in accordance with the terms of this Agreement. Subject to the Insurance Trustee Requirements, in the event Borrower or any party other than Lender is a payee on any check representing Insurance Proceeds with respect to any Casualty, Borrower shall immediately endorse, and cause all such third parties to endorse, such check payable to the order of Lender, consistent with the above limitation. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty.

Casualty. Seller assumes (a) In the event that all risk and liability, damage to or injury occurring to the Premises and/or Personal Property a portion of any Condominium Unit is damaged or destroyed by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from fire or other casualty, Seller shall promptly notify Purchaser of casualty prior to the Closing Date such damage. If such damage is not material and will not take more than two (2) months that the reasonably estimated cost to repair from the date of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller same exceeds an amount that is equal to complete such repairs. If such damage is material$18,000,000, then Purchaser shall have the option to: may, at Purchaser’s sole option, elect to either: (ai) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties shall Deposit will promptly be returned to Purchaser and thereupon Seller and Purchaser will have no further rights and obligations or liabilities hereunder to each other under this Agreement, except with respect as otherwise provided herein; or (ii) proceed to those matters specifically surviving termination or Closing; or close the transactions contemplated by this Agreement. (b) elect If Purchaser elects to proceed to Closing whereupon pursuant to Section 5.1(a)(ii) or if the reasonably estimated cost to repair the damage or destruction to the Improvements caused by fire or other casualty prior to the Closing Date does not exceed an amount that is equal to $18,000,000, then Purchaser shall have purchase the option to either Property in accordance with the terms hereof except that (iy) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any applicable insurance deductible with respect to any damage or destruction of the Improvements by fire or other casualty (or such lesser amount as Purchaser and co-Seller reasonably agree to be necessary to repair the damage) and (z) Seller shall assign to Purchaser at the Closing all insurance and any amounts retained by proceeds payable on account of such damage (less Seller’s lenderreasonable cost to secure the same and less repair costs incurred by Seller with respect to such damage), provided, that the Purchase Price shall be further reduced by the amount of any insurance proceeds previously paid to Seller on account of such damage and not already expended toward Seller’s reasonable cost of securing the same or restoration of the Improvements. For purposes hereof, “material” Purchaser shall be deemed to mean any damage have elected to more than three percent proceed under Section 5.1(b) unless, within fifteen (3%15) days from receipt by Purchaser of written notice of such casualty from Seller accompanied by Seller’s repair estimate and evidence of the square footage insurance coverages maintained by Seller and written confirmation from the insurer of the Premisesamount of insurance proceeds which the insurer has determined is available under the policy in respect of such casualty, any damage which will cost more than three percent (3%) of the Purchase Price Purchaser provides Seller with written notice that Purchaser elects to replace and/or repair or any damage which will take more than two (2) months terminate this Agreement pursuant to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtySection 5.1(a).

Casualty. Seller assumes all risk and liability, damage to If the Property is damaged or injury occurring to the Premises and/or Personal Property destroyed by fire, stormtheft, accident vandalism, or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages event (“Casualty”) prior to Closing from fire or other casualtyClosing, Seller shall promptly notify Purchaser will provide prompt written notice to Buyer of such damageCasualty once Seller becomes aware of same. If such damage is not material and Buyer will not take more than two (2) months likewise provide prompt written notice to repair from the date Seller of the casualty, then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇any Casualty if ▇▇▇▇▇ Money shall becomes aware of same. If the Property is “materially damaged or destroyed” (as defined below) by such Casualty, Buyer may terminate this Agreement by written notice given to Seller within ten (10) Business Days after Buyer receives notice of the occurrence of such Casualty. If Buyer so terminates this Agreement, then the Deposit will be returned to PurchaserBuyer and neither Party will have any further rights or obligations under this Agreement except for Obligations Surviving Termination. If Buyer does not so terminate this Agreement, other man $100.00 thereof, which shall be retained by Seller as independent consideration or if the Property is not deemed “materially damaged or destroyed,” Buyer will remain bound to purchase the Property for its execution the full Purchase Price pursuant to the terms of this Agreement, in which event without regard to the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination occurrence or Closingeffects of the Casualty; or (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser provided that at Closing and Seller will provide Buyer with a credit against the Purchase Price shall be reduced by equal to the amount of the property insurance proceeds that would be payable to Seller for the repair of the physical damage to the Property, if any, up to (but not to exceed) the Purchase Price, net of any costs and expenses reasonably incurred by Seller prior to Closing in connection with the Casualty and excluding any deductible and co-insurance and any amounts retained by Seller’s lenderamount applicable thereto. For purposes hereofof this Section, “material” the Property shall be deemed “materially damaged or destroyed” if (a) the estimated repair cost to mean any damage restore the Property to substantially the condition it was in as of the Effective Date (the “ERC”) is more than three twenty percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (320%) of the Purchase Price Price, or (b) the insurance proceeds amount that would be credited to replace and/or repair or Buyer as provided above (if any) is less than the ERC by an amount greater than ten percent (10%) of the Purchase Price. Buyer will receive the Property in its then “as-is, where is” condition as of the Closing Date regardless of any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyCasualty.

Casualty. Seller assumes all All risk and liability, damage to or injury occurring of loss with respect to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause shall be with Seller until the Closing has been consummatedClosing. If any portion of the Premises and/or Personal Property is damaged or any part thereof, suffers any damages destroyed prior to Closing from fire or other casualtyClosing, Seller shall promptly notify Purchaser of such damagegive notice thereof to Buyer. If any portion of the Property is damaged or destroyed prior to Closing and the cost to repair such damage is not material less than $100,000.00, then the parties shall proceed to closing, and will not take more than two Seller shall either (2i) months complete the repair of the damage prior to Closing at Seller’s sole cost and expense, or (ii) give Buyer a credit against the Purchase Price in the amount required to repair from the date damage, which amount shall be agreed upon by Buyer and Seller. If any portion of the casualtyProperty is damaged or destroyed prior to Closing, then Seller shall and the cost to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is materialat least $100,000.00, then Purchaser shall have the option to: Buyer may, within fifteen (a15) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, other man $100.00 days after receipt from Seller of written notice thereof, which shall be retained by Seller as independent consideration for its execution of elect to terminate this Agreement, in which event the parties Escrow Deposit shall be immediately returned to Buyer and neither party shall have no any further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (b) obligations hereunder. If Buyer does not elect to proceed to Closing whereupon Purchaser terminate this Agreement , then Seller shall have the option to either (i) require Seller to commence the repair such damageof the damage at Seller’s sole cost and expense, and pursue the completion of the repair in which event a timely, diligent, and commercially reasonable manner, and the time for Closing Date shall be extended by until the length final completion of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such provided that Buyer, Seller, and Seller’s insurance carrier reach a satisfactory agreement with regard to the release of the insurance proceeds and the repair of the damage, consummate the Closing, in which latter event the proceeds of Seller shall assign to Buyer at Closing all insurance covering proceeds (including rent loss and business interruption proceeds) payable in connection with such damage and shall be assigned by Seller to Purchaser at Closing and provide Buyer with a credit against the Purchase Price shall be reduced by in an amount equal to the sum of any applicable deductibles under Seller’s insurance policies plus any amount of any deductible and co-insurance and any amounts retained the estimated repair costs (or loss of rents) which are not covered by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtyinsurance policies.

Casualty. All risk of loss of or damage to the Property by reason of any insured or uninsured casualty during the period up to and including the Closing Date shall be borne by Seller. Seller assumes covenants and agrees to maintain all risk and of its existing insurance coverage (including, without limitation, liability, damage to or injury occurring to casualty and property damage, for full replacement value of the Premises and/or Personal Property) on the Property by fire, storm, accident or any other casualty or cause in full force and effect until the Closing has been consummatedDate. If the Premises and/or Personal Property is damaged by any casualty or other occurrence prior to the Closing, Seller shall notify Purchaser in writing thereof as promptly as is reasonable under the circumstances (the "Casualty Notice"). The Casualty Notice shall include a description of the damage in reasonable detail, Seller's estimate of the time and cost to repair the damage, and Seller's good faith reasonable determination as to whether or not the casualty damage is covered by Seller's insurance and whether the damage is "material" as hereinafter defined. In the event of any "material damage" to or destruction of the Property or any part portion thereof, suffers any damages prior Purchaser may, at its option, by notice given to Closing from fire or other casualty, Seller shall promptly notify Purchaser of such damage. If such damage is not material and will not take more than two within fifteen (215) months to repair from the date days after delivery of the casualtyCasualty Notice (but before the Closing Date, then Seller shall repair such damage, in which event the time for Closing shall will be extended by as long as may be necessary in order to give Purchaser this full fifteen (15) days notice period), do one of the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option tofollowing: PURCHASE AND SALE AGREEMENT 41 (a) Unilaterally terminate this Agreement whereupon and, in such event, the ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser, other man $100.00 thereof, which and this Agreement shall be retained by Seller as independent consideration for its execution null, void and of this Agreement, in which event the parties shall have no further rights force and liabilities hereunder effect except with respect to those matters specifically surviving termination or Closing; or as otherwise provided herein; (b) elect Unilaterally terminate this Agreement as to the parcel affected by such casualty and proceed to Closing whereupon Purchaser shall have close on the option to either (i) require Seller to repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or (ii) without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and the Purchase Price shall be reduced by the amount of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereof, “material” shall be deemed to mean any damage to more than three percent (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) remaining parcels with a reduction of the Purchase Price equal to replace and/or repair the allocated amount as set forth in Section 2.3 pertaining to such terminated parcel; or (c) Proceed under this Agreement with no reduction in the Purchase Price, receive any insurance proceeds due Seller plus payment (or provide a credit at Closing) of any insurance deductible as a result of such damage which will take more than two (2) months to replace and/or or destruction and assume responsibility for such repair. In this latter event, Seller agrees will promptly, upon Purchaser's written request therefor, assign all of its right, title and interest in and to provide such extended coverage property liability policies which it maintains on the Property at such time to Purchaser copies of so as to enable Purchaser to fully pursue any and all claims, correspondence, and damage reports and appropriate recovery for such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with any casualtydamages.

Casualty. Seller assumes all risk and liability, damage to or injury occurring to the Premises and/or Personal Property by fire, storm, accident or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereof, suffers any damages prior to Closing from 12.1.1 Risk of loss as a result of fire or other casualtycasualty to each Hotel shall be on the Sellers to and including the Closing Date and shall be on Purchaser thereafter. If, Seller at any time on or before the Closing Date, any Hotel has suffered damage, destruction or casualty (each, a “Casualty Loss”), the Sellers shall promptly notify Purchaser. 12.1.2 In the event a Casualty Loss affects a Substantial Portion of a Hotel, Purchaser of such damage. If such damage is not material and will not take more than two shall have the right, by notice to Sellers given within ten (210) months to repair from Business Days after the date of the casualty, Sellers’ notice to Purchaser setting forth the estimated cost to repair or replace the same (to the extent then Seller shall repair such damage, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller available) to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned with respect to Purchasersuch affected Hotel. Upon such termination, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event (i) the parties hereto shall have no further rights and liabilities or obligations hereunder except with respect to those matters specifically surviving termination or Closing; or such Hotel (b) elect to proceed to Closing whereupon Purchaser shall have the option to either (i) require Seller to repair such damageexcept for any obligations that expressly survive termination), in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs; or and (ii) without Seller repairing such damagethe parties shall remain obligated to purchase and sell the remaining Hotels in accordance with, consummate but subject to, the Closingterms of this Agreement, in which latter event the proceeds of all insurance covering such damage shall be assigned by Seller to Purchaser at Closing and except that the Purchase Price shall be reduced by the amount allocated to the affected Hotel on Exhibit F hereto (the above described notice of termination, release from obligations hereunder with respect to the affected Hotel, and remaining obligation to purchase the unaffected Hotels on the terms described above being hereinafter referred to as the “Partial Termination Procedure”). In the event that Purchaser does not elect to invoke the Partial Termination Procedure as to the affected Hotel within such 10-Business Day period, TIME BEING OF THE ESSENCE, such Casualty Loss shall be treated in the manner described in Section 12.1.3 below with respect to a Casualty Loss which does not relate to a Substantial Portion. If the Closing Date shall be due to occur prior to the expiration of such 10-Business Day period, the parties hereto agree to adjourn the Closing Date with respect to the affected Hotel to the date that is five (5) Business Days after the expiration of such 10-Business Day period, provided that if such fifth (5th) Business Day falls within a Blackout Period, the Closing Date shall be adjourned to the first (1st) Business Day following the Blackout Period. 12.1.3 In the event of a Casualty Loss which does not relate to a Substantial Portion of a Hotel, the Closing shall occur notwithstanding such Casualty Loss, and at the Closing the applicable Seller shall assign to Purchaser the proceeds of any insurance applicable to such Casualty Loss, less any costs of adjustment and collection and less any amounts expended on restoration in accordance with subsection 12.1.4, and such Seller shall pay to Purchaser the amount of any deductible applicable thereto. 12.1.4 In any case in which Purchaser shall purchase a Hotel affected by a Casualty Loss, (i) the applicable Seller shall assign or, in the case of insurance carried by the Manager or Operating Lessee, shall cause the Manager or Operating Lessee to assign to Purchaser at the Closing all of its rights to the proceeds of any business interruption insurance payable with respect to the period from and co-after the day immediately following the Closing Date and Purchaser shall control the adjustment and settlement of all claims with respect to such insurance for such period and, if necessary to ensure that Purchaser shall receive such business interruption insurance for such period, the Sellers shall obtain an endorsement to such policy providing that Purchaser shall receive such proceeds and any amounts retained by Seller’s lender. For purposes hereof, “material” (ii) the applicable Seller shall be deemed have the right to mean any commence to repair such damage to more than three percent (3%) of the square footage of extent necessary to operate the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondenceaffected Hotel, and damage reports such Seller shall have the right to deduct the cost of such repairs performed and paid for prior on or to the Closing Date from any amount of insurance proceeds (other than proceeds of business interruption insurance) hereinabove referred to; provided, however, that prior to the commencement of any such other information as repairs, the applicable Seller shall consult with Purchaser with respect to the work which it intends to perform and shall make any modifications thereto reasonably requested by Purchaser, submitted Purchaser provided that Purchaser agrees to or received by Seller pay any extra expense incurred in connection with any casualtysuch modifications.

Casualty. Seller assumes all risk and liability(a) If, damage to or injury occurring prior to the Premises and/or Personal Closing, all or any portion of the Real Property is damaged by fire, storm, accident fire or any other casualty or cause until the Closing has been consummated. If the Premises and/or Personal Property or any part thereofwhatsoever, suffers any damages prior to Closing from fire or other casualty, Seller Sellers shall promptly notify Purchaser give Buyer written notice of such damage. . (b) If the cost for repairing such damage is not material equal to or less than Three Million Dollars ($3,000,000) and will not take more require less than two (2) six months to fully repair from and restore (as determined by Sellers' independent insurer), then Buyer shall proceed to Closing to receive a credit for the date amount of the deductible plus all insurance proceeds received by any Seller Party as a result of such loss less any proceeds theretofore used for repair with respect to such casualty, then or an assignment of each Seller shall Party's rights to such insurance proceeds less any proceeds theretofore used for repair with respect to such damagecasualty, in which event the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairs. If such damage is material, then Purchaser shall have the option to: (a) terminate and this Agreement whereupon shall continue in full force and effect with no reduction in the ▇▇▇▇▇▇▇ Money shall be returned to PurchaserPurchase Price, other man $100.00 thereof, which shall be retained by Seller as independent consideration for its execution of this Agreement, in which event the parties and Sellers shall have no further rights and liabilities hereunder except with respect liability or obligation to those matters specifically surviving termination repair such damage or Closing; to replace the Real Property. (c) If the cost for repairing such damage is greater than Three Million Dollars ($3,000,000) or will require six months or more to fully repair or restore (bas determined by Sellers' independent insurer) elect or would permit Tenant(s) occupying, in the aggregate, more than 30,000 rentable square feet to proceed to Closing whereupon Purchaser terminate their Lease(s), then Buyer shall have the option option, exercisable by written notice delivered to Sellers and Escrow Agent within five (5) Business Days after Seller's written notice of damage to Buyer, either (i) require to receive a credit for the amount of the deductible plus all insurance proceeds received by any Seller Party as a result of such loss less any proceeds theretofore used for repair with respect to such casualty, or an assignment of each Seller Party's rights to such insurance proceeds less any proceeds theretofore used for repair with respect to such casualty, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Sellers shall have no further liability or obligation to repair such damage, in which event damage or to replace the time for Closing shall be extended by the length of time reasonably necessary for Seller to complete such repairsReal Property; or (ii) without Seller repairing such damageto terminate this Agreement. If Buyer elects to terminate this Agreement, consummate the Closing, in which latter event the proceeds of all insurance covering such damage Deposit shall be assigned by Seller promptly returned to Purchaser at Closing Buyer, and thereafter the Purchase Price Parties shall be reduced by have no further obligations to, or recourse against, each other (except as provided in any provision of this Agreement which is expressly stated to survive the amount termination of any deductible and co-insurance and any amounts retained by Seller’s lender. For purposes hereofthis Agreement) If Buyer fails to notify Sellers within such five (5) Business Day period of Buyer's intention to terminate this Agreement, “material” then Buyer shall be deemed to mean any damage to more than three percent have elected option (3%) of the square footage of the Premises, any damage which will cost more than three percent (3%) of the Purchase Price to replace and/or repair or any damage which will take more than two (2) months to replace and/or repair. Seller agrees to provide to Purchaser copies of all claims, correspondencei), and damage reports Buyer and such other information as reasonably requested by Purchaser, submitted Sellers shall proceed to or received by Seller Closing in connection accordance with any casualtythe terms and conditions of this Agreement.