Common use of Casualty Clause in Contracts

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

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

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

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

Casualty. Seller assumes all risks (a) If, at any time after the Effective Date and liability for damage prior to Closing or injury occurring to earlier termination of this Agreement, the Property or any portion thereof are destroyed or damaged by fire, storm, accident, fire or any other casualty (a “Casualty”), Seller shall give written notice of each such Casualty to Purchaser promptly after the occurrence of such Casualty, and, if the cost to repair the damage resulting from such Casualty would equal or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five exceed One Hundred Thousand and no/100 No/100 Dollars ($75,000.00100,000.00) prior to or such Casualty would otherwise materially impair the Closing from fire or other casualtyvalue of the Property, Purchaser may either at or prior shall have the right to Closing elect, by providing written notice to Seller within thirty (a30) days after Purchaser's receipt of written notice of such Casualty, to (i) terminate this Agreement in its entirety, or (ii) proceed to Closing, without terminating this Agreement, in which event case Seller shall (A) provide Purchaser with a credit against the Xxxxxxx Money shall be refunded Purchase Price in an amount equal to Purchaser, without the consent lesser of: (y) the applicable insurance deductible plus any uninsured amount of the repair or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerrestoration cost, and neither party shall have any further rights (z) the reasonable estimated costs for the repair or obligations hereunderrestoration of the Property required by such Casualty, other than the Surviving Obligations, or and (bB) consummate the Closing, in which latter event transfer and assign to Purchaser all of Seller’s 's right, title and interest in and to the all proceeds of any insurance covering such damagefrom all casualty, business interruption, lost profits, and including other applicable insurance policies maintained by any Seller with respect the Property (except those proceeds specifically payable in connection with and all rent loss insurance proceeds relating allocable to business interruption and lost profits and costs incurred by any Seller for the period prior to the period from Closing) to the extent assignable, and after the Closing Dateif such proceeds are not assignable, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum amount of such proceeds. If the Closing is scheduled to occur within Purchaser's thirty (30) day election period, the Closing Date shall, upon Purchaser's election, be postponed until the date which is five (5) Business Days after the expiration of such thirty (30) day election period. (b) Notwithstanding anything to the contrary contained herein, if at any time after the Effective Date and prior to Closing, a Casualty occurs with respect to any building fully or partially occupied by any Permitted Tenant, Seller shall promptly notify Purchaser in writing of such Casualty and shall comply with the casualty provisions of the Lease of such Permitted Tenant. If such Lease may be terminated as a result of the Casualty, then Seller shall, concurrently with Seller's notice of Casualty, notify Purchaser of such right to terminate such Lease and Purchaser shall have the right to elect, by providing written notice to Seller within the timeframes allowed under the Lease, to cause Seller to (i) Seller’s deductible under terminate the Lease in its insurance policy and entirety; or (ii) to comply with the amount terms of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior Lease with respect to the ClosingCasualty. In the event the Lease is not terminated and under the terms of the Lease Seller is to make repairs to the premises demised by such Lease, Purchaser will consummate shall have the right 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 form acceptable to Purchaser) that such repairs were satisfactorily completed and accept the assignment of the proceeds of any insurance covering such damageLease are in full force and effect. Seller shall indemnify and defend, including at its sole cost and expense, Purchaser, its successors and assigns, for any and all rent loss insurance proceeds relating claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) actually incurred of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to the period from and time by reason of or arising out of any repairs performed after the Effective Date and prior to Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount any casualty provisions of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase PriceLeases.

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

Casualty. Seller assumes (a) In the event that all risks and liability for damage to or injury occurring to any substantial portion of the Property shall be damaged or destroyed by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualtycasualty prior to Closing, Purchaser may either at or prior to Closing (a) terminate this AgreementContract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the casualty, and in which event the case of such termination, the Xxxxxxx Money Deposit shall be refunded returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, Purchaser and neither party shall have any further rights rights, duties, or obligations hereunderhereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid, other than then both parties shall proceed to close the Surviving Obligations, or (b) consummate transaction contemplated herein pursuant to the Closingterms hereof, in which latter event Seller shall, except as limited in Section 9.2(b) hereof, deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty (except for proceeds previously used to repair the Property) together with any deductible under Seller's insurance policy and assign to Purchaser all of Seller’s 's right, title and interest in and to any claims which Seller may have under the proceeds of any insurance policies covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured lossProperty, and there shall be no other reduction in the Purchase Price. In the event less than a substantial portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the second sentence in this Section 9.2(a). (b) For the purposes of Section 9.2(a), a "substantial portion" of the Property shall be deemed to be any portion of the Property with either a fair market value or replacement cost in an amount equal to or greater than One Hundred Eighteen Thousand Two Hundred and No/100 Dollars ($118,200.00). 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 if the proceeds payable with respect to the Property as a result of casualty exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

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

Casualty. Seller assumes all risks and liability for The risk of any loss or damage to or injury occurring to the Property by firefire or other casualty before the Closing shall continue to be borne by Seller. Seller shall promptly give Buyer written notice of any fire or other casualty (in any event within five (5) days after Seller first has Knowledge of the occurrence of same), storm, accidentwhich notice shall include a description thereof in reasonable detail and an estimate of the cost of time to repair. If (i) any portion of the Property is damaged by fire or casualty after the Effective Date and is not repaired and restored substantially to its original condition prior to Closing, or (ii) at the time of Closing the estimated cost of repairs as to the Property is ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000.00) or less, as determined by an independent adjuster selected by Seller, Buyer shall be required to purchase the Property in accordance with this Agreement, and Buyer shall, at Buyer’s option, either: (x) receive a credit at Closing of the estimated cost or repairs to the Property, as determined by the aforesaid independent adjuster, plus any other casualty reasonably estimated lost revenue following Closing arising from such fire or cause until casualty; or (y) receive from Seller at Closing (I) an assignment, without representation or warranty by or recourse against Seller, of all insurance claims and proceeds with respect thereto, plus (II) an amount equal to Seller’s insurance deductible, plus (III) a credit for the amount of any reasonably estimated lost revenue following Closing has been consummatedarising from such fire or casualty. If the estimated cost of repairing such damage to the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars is more than ONE HUNDRED THOUSAND U.S. DOLLARS ($75,000.00) prior to the Closing from fire or other casualty100,000.00), Purchaser may either as determined by such independent adjuster, Buyer may, at or prior to Closing its sole option: (ax) terminate this AgreementAgreement by notice to Seller on or before the earlier of the Closing or the tenth (10th) day after receipt of such notice described above, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither no party shall have any further rights or obligations hereunder, other than liability to the Surviving Obligations, party under this Agreement; or (by) consummate proceed to Closing as provided in this Section 12.18. In no event shall the Closing, in which latter event all amount of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at Buyer under this subparagraph (plus the Closing and Purchaser shall receive a credit against amount of the Purchase Price at Closing in an amount equal to deductible) exceed the sum lesser of (i) Seller’s deductible under its insurance policy and the cost of repair or (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price. The parties’ obligations, if any, under this Section 12.18 shall survive the expiration or any termination of this Agreement.

Casualty. Seller assumes In the event that all risks and liability for damage to or injury occurring to any substantial portion of the Property shall be damaged or destroyed by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualtycasualty after the Effective Date and before the Closing Date, Purchaser may either Seller or Buyer may, at or prior to Closing (a) its option, terminate this AgreementOffer by written notice thereof to the other party within ten (10) days after Seller notifies Buyer of the casualty and the availability and amount of insurance proceeds, in which event Buyer shall receive a refund of the Xxxxxxx Money Money. In the event neither Seller nor Buyer terminate this Offer as described above, they shall be refunded deemed to Purchaser, without have elected to proceed to close the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than transaction contemplated herein pursuant to the Surviving Obligations, or (b) consummate the Closingterms hereof, in which latter event Seller shall deliver to Buyer at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty, or assign to Buyer all of Seller’s right, title and interest in and to the proceeds any claim under any applicable insurance policies in respect of any insurance covering such damagecasualty, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in together with an amount equal to the sum of (i) Seller’s deductible deductible(s), if any, applicable to such loss under its the insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured losspolicy(ies), and there shall be no other reduction in the Purchase Price: If the casualty loss does not involve a “substantial portion” of the Property, as defined herein, then Buyer shall be obligated to close the transaction contemplated herein according to the terms hereof, notwithstanding such casualty loss, and Seller shall, at Seller’s election, either (i) repair the damages caused by such casualty loss prior to Closing, at Seller’s expense or (ii) deliver to Buyer at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty, or (iii) assign to Buyer all of Seller’s right, title, and interest in any claim under any applicable insurance policies in respect of such casualty, together with an amount equal to the deductible(s), if any, applicable to such loss under the insurance policy(ies), and there shall be no reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to If any of the Property by fire, storm, accidentProperty, or any other casualty or cause until the Closing has been consummated. If the Property part thereof, suffers any Material damage equal to from fire or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) casualty prior to the Closing Closing, or if any of the Property, or any part thereof, suffers Material damage that is not fully covered by Seller’s insurance (as evidenced by Seller’s failure to provide to Purchaser a letter from fire or other casualtythe applicable insurance company addressed to Purchaser and acknowledging the damage and expressly confirming such insurance company’s liability for the full costs thereof, less any deductible), Seller will notify Purchaser of such fact (the “Seller’s Casualty Notice”), and Purchaser may either at or prior to Closing (a) terminate this AgreementAgreement by notice to Seller given within ten (10) days following Seller’s Casualty Notice to Purchaser, in which event the Xxxxxxx Money case Purchaser shall be refunded entitled to Purchaser, without the consent or joinder return of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerthe Exxxxxx Money, and thereafter neither party shall have any further rights or obligations hereunderunder this Agreement, other than the Surviving Obligations. If Purchaser fails to timely and properly notify Seller of Purchaser’s election, Purchaser is deemed to have elected to waive its right to terminate this Agreement pursuant to this Section 6.2. If Purchaser does not terminate or is deemed to have elected not to terminate this Agreement, or (b) consummate if the Closingdamage suffered is not Material, this Agreement shall remain in which latter event full force and effect and Seller shall assign all of Seller’s assignable right, title and interest in and to the proceeds (or rights under the policy) of any insurance covering such damage, less any reasonable costs incurred in connection with the restoration of the Property and including any and all rent portion of such proceeds paid or to be paid on account of the loss insurance proceeds relating of rents or other income from the Property for the period to (but excluding) the Closing Date (the result, “Net Proceeds”), to Purchaser to the period from and after extent the Closing Dateamount of such Net Proceeds does not exceed the Purchase Price, shall be assigned to Purchaser at the Closing and Purchaser shall receive plus a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior applicable to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policycasualty, and (ii) the amount of any uninsured or underinsured lossproceeds that Seller cannot directly assign to Purchaser and instead retains, and there shall be no other reduction in the Purchase Price or obligation of Seller to complete restoration. Further, notwithstanding anything herein to the contrary, if the damage is not Material but is not covered by Seller’s insurance, Seller may either (i) pay to Purchaser at Closing (by a credit to the Purchase Price) the reasonable costs to repair the Property to the condition existing immediately prior to such casualty, as determined by a contractor selected by Purchaser and reasonably approved by Seller, or (ii) provide notice to Purchaser before the Closing that Seller elects not to provide the credit described in (i) above. If Seller elects (ii) above, Purchaser may either proceed to Closing in which case Purchaser shall have no claim against Seller for such casualty or terminate this Agreement by providing notice to Seller, in which case the Exxxxxx Money shall be returned to Purchaser and the parties to this Agreement shall be released from all obligations and liability hereunder except for the Surviving Obligations. Notwithstanding anything herein to the contrary, if Existing Tenant has the right to terminate the Lease if a portion of the Property is damaged by a fire or other casualty and Existing Tenant exercises such right, Purchaser may terminate this Agreement by written notice to Seller, in which case Purchaser shall be entitled to the return of the Exxxxxx Money, and thereafter neither party shall have any rights or obligations under this Agreement, other than Surviving Obligations. If the time period to exercise Existing Tenant’s termination right extends beyond the Closing Date and Existing Tenant has not provided written notice exercising its termination right or foregoing its right to terminate before the Closing Date (the “Casualty Termination Notice”), the Closing shall be postponed to occur five (5) Business Days after Seller’s receipt of the Casualty Termination Notice or the day Existing Tenant’s right to terminate the Lease as a result of such casualty expires.

Casualty. Seller assumes (a) In the event that all risks and liability for damage to or injury occurring to any substantial portion of the Property shall be damaged or destroyed by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualtycasualty prior to Closing, Purchaser may either at or prior to Closing (a) terminate this AgreementContract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the casualty, and in which event the case of such termination, the Xxxxxxx Money Deposit shall be refunded returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, Purchaser and neither party shall have any further rights rights, duties, or obligations hereunderhereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid, other than then both parties shall proceed to close the Surviving Obligations, or (b) consummate transaction contemplated herein pursuant to the Closingterms hereof, in which latter event Seller shall, except as limited in Section 9.2(b) hereof, deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty (except for proceeds previously used to repair the Property) together with any deductible under Seller's insurance policy and assign to Purchaser all of Seller’s 's right, title and interest in and to any claims which Seller may have under the proceeds of any insurance policies covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured lossProperty, and there shall be no other reduction in the Purchase Price. In the event less than a substantial portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the second sentence in this Section 9.2(a). (b) For the purposes of Section 9.2(a), a "substantial portion" of the Property shall be deemed to be any portion of the Property with either a fair market value or replacement cost in an amount equal to or greater than One Hundred Twenty-Eight Thousand Four Hundred and No/100 Dollars ($128,400.00). 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 if the proceeds payable with respect to the Property as a result of casualty exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Casualty. Seller assumes all risks and liability for damage to Owner shall keep in effect until Closing its present hazard insurance. The risk of any loss by fire or injury occurring to the Property by fire, storm, accident, or any other casualty or cause by the taking of the Option Subject Premises or any part thereof by eminent domain shall be assumed solely by Owner until Closing; provided, however, if all or any part of the Closing has been consummated. If Improvements are damaged by fire or other casualty occurring on or after the Property suffers any damage equal to or in excess of Seventy Five Thousand Option Effective Date and no/100 Dollars ($75,000.00) prior to the Closing from fire Date, whether or not such damage affects a material part of the Improvements, then: (a) if the estimated cost of repair or restoration is less than or equal to five percent (5%) of the Purchase Price, and the casualty is fully covered by insurance (other casualtythan the deductible with respect thereto), Purchaser may either neither party shall have the right to terminate this Agreement and, if Optionee shall exercise the Option, the parties shall nonetheless consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price. In such event, (A) Owner shall assign to Optionee and Optionee shall have the right to make a claim for and to retain all of Owner’s interest in Owner’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 Option Subject Premises on account of such physical damage or destruction, (B) Optionee shall receive a credit against the cash due at Closing for the amount of the deductible on such casualty insurance policy and (C) Owner shall deliver to Optionee any insurance proceeds theretofore received by Owner less the amounts reasonably and actually expended by Owner to collect any such insurance proceeds or to remedy any unsafe conditions at the Option Subject Premises in compliance with 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), Optionee shall have the option, exercisable on or prior to Closing the Casualty Election Date (a) as defined below), time being of the essence, to terminate this AgreementAgreement by delivering notice of such termination to Owner, in which event whereupon the Xxxxxxx Money Option Deposit shall be refunded returned to Purchaser, without the consent Optionee and this Agreement shall be deemed canceled and of no further force or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellereffect, and neither party shall have any further rights or obligations hereunderliabilities 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 3.1(b) shall occur and Optionee shall not timely elect to terminate this Agreement, other than then, if Optionee shall exercise the Surviving ObligationsOption, or Optionee and Owner shall consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price. In such event, (bA) consummate Owner shall assign to Optionee and Optionee shall have the Closing, in which latter event right to make a claim for and to retain all of SellerOwner’s right, title and interest in and Owner’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 proceeds Option Subject Premises on account of any insurance covering such damagephysical damage or destruction, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser (B) Optionee shall receive a credit against the Purchase Price cash due at Closing in an for the amount equal to of the sum of (i) Seller’s deductible under its on such casualty insurance policy and (iiC) Owner shall deliver to Optionee any insurance proceeds theretofore received by Owner less the amount amounts reasonably and actually expended by Owner to collect any such insurance proceeds or to remedy any unsafe conditions at the Option 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 Optionee and Owner, each acting reasonably. (d) The provisions of this Section 3.1 supersede any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior law applicable to the Closing, Purchaser will consummate Option Subject Premises governing the Closing and accept the assignment effect of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating fire or other casualty in contracts for real property. Any disputes under this Section 3.1 as to the period from and after cost of repair or restoration or the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum time for completion of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured such repair or underinsured loss, and there restoration shall be no other reduction resolved by expedited arbitration in the Purchase Priceaccordance with Exhibit “C”.

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

Casualty. Seller assumes 11.1.1 If all risks and liability for damage to or injury occurring to any part of the Property is damaged by fire, storm, accident, fire or any other casualty or cause until occurring following the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand date hereof and no/100 Dollars ($75,000.00) prior to the Closing from Closing, whether or not such damage affects a material part of the Real Property (a “Casualty”), then: (a) if the estimated cost of repair or restoration is less than or equal to $25,000,000 and if the estimated time to complete such repair or restoration is twelve (12) months or less as determined in accordance with Section 11.1.2, neither party shall have the right to terminate this Agreement and the parties shall nonetheless consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of said destruction or damage. (b) (i) if the estimated cost of repair or restoration exceeds $25,000,000 or (ii) if the estimated time to complete such repair or restoration exceeds twelve (12) months, Purchaser shall have the option, exercisable within thirty (30) days after receipt of (i) notice of the occurrence of such fire or other casualtycasualty and (ii) such factual information regarding the casualty and availability of insurance proceeds as is reasonably sufficient to enable Purchaser to make an informed decision about whether or not to proceed to Closing, Purchaser may either at or prior time being of the essence, to Closing (a) terminate this AgreementAgreement by delivering notice thereof to Seller and Escrow Agent, in which event whereupon the Xxxxxxx Money Deposit and Interest shall be refunded returned to Purchaser, without the consent Purchaser and this Agreement shall be deemed canceled and of no further force or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellereffect, and neither party shall have any further rights or obligations hereunder, liabilities against or to the other than except for such provisions which are expressly provided in this Agreement to survive the Surviving Obligations, termination hereof. If a fire or other casualty described in this clause (b) shall occur and Purchaser shall not have timely elected to terminate this Agreement, then Purchaser and Seller shall consummate this transaction in accordance with this Agreement, without any abatement of the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchase Price (except that Purchaser shall receive a credit against the Purchase Price cash due at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) for the amount of forty-five percent (45%) of any uninsured unpaid deductible on such casualty insurance policy) or underinsured loss. any liability or obligation on the part of Seller by reason of said destruction or damage. 11.1.2 The estimated cost to repair and/or restore and the estimated time to complete contemplated in Section 11.1.1 above shall be established by estimates obtained by Seller from independent contractors, subject to Purchaser’s review and reasonable approval of the same and the provisions of Section 11.1.3 below. 11.1.3 If a Casualty shall occur following the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) date hereof, [subject to compliance with the applicable provisions of the Existing Mortgage Loan,] Seller shall not cause or permit the distribution or transfer by the Owner prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering proceeds for such damageCasualty, and the same may be applied only to the restoration of the Property or other Casualty related expenses, including costs of collection, until such time, except that to the extent that any and all rent loss such insurance proceeds relating constitute lost rent insurance Seller may treat the same as it would rent hereunder. 11.1.4 Any disputes under this Article XI as to the period from and after cost of repair or restoration or the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum time for completion of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured such repair or underinsured loss, and there restoration shall be no other reduction resolved by expedited arbitration before a single arbitrator acceptable to both Seller and Purchaser in their reasonable judgment in accordance with the rules of the American Arbitration Association; provided that if Seller and Purchaser fail to agree on an arbitrator within five days after a dispute arises, then either party may request to designate an arbitrator. Such arbitrator shall be an independent architect or engineer having at least ten (10) years of experience in the Purchase Priceconstruction of office buildings in Manhattan. The determination of the arbitrator shall be conclusive and binding upon the parties. The costs and expenses of such arbitrator shall be borne equally by Seller and Purchaser.

Casualty. Seller assumes (a) In the event that all risks and liability for damage to or injury occurring to any substantial portion of the Property shall be damaged or destroyed by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualtycasualty prior to Closing, Purchaser may either at or prior to Closing (a) terminate this AgreementContract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the casualty, and in which event the case of such termination, the Xxxxxxx Money Deposit shall be refunded returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, Purchaser and neither party shall have any further rights rights, duties, or obligations hereunderhereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid, other than then both parties shall proceed to close the Surviving Obligations, or (b) consummate transaction contemplated herein pursuant to the Closingterms hereof, in which latter event Seller shall, except as limited in Section 9.2(b) hereof, deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty (except for proceeds previously used to repair the Property) together with any deductible under Seller's insurance policy and assign to Purchaser all of Seller’s 's right, title and interest in and to any claims which Seller may have under the proceeds of any insurance policies covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured lossProperty, and there shall be no other reduction in the Purchase Price. In the event less than a substantial portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the second sentence in this Section 9.2(a). (b) For the purposes of Section 9.2(a), a "substantial portion" of the Property shall be deemed to be any portion of the Property with either a fair market value or replacement cost in an amount equal to or greater than One Hundred Sixty-Seven Thousand Two Hundred and No/100 Dollars ($167,200.00). 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 if the proceeds payable with respect to the Property as a result of casualty exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

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

Casualty. (a) Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Upon one (1) Individual Property suffers suffering any damage equal to or in excess of Seventy Five Thousand and no/100 One Million Dollars ($75,000.001,000,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing in respect of such Individual Property: (a) upon written notice to Sellers, terminate this AgreementAgreement in respect of such Individual Property, in which event event, the Xxxxxxx Money Purchase Price shall be refunded reduced in accordance with the Purchase Price allocated to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellersuch Individual Property pursuant to Schedule A attached, and neither party the Downpayment shall have any further rights or obligations hereunder, other than be credited against the Surviving ObligationsPurchase Price for the remaining Property to be purchased by the Purchaser pursuant to this Agreement, or (b) consummate the ClosingClosing in respect of such Individual Property, in which latter event all of Seller’s Sellers’ right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of of: (ix) such Seller’s deductible under its insurance policy policy, to the extent that it is deducted from any such insurance -24- proceeds payable to Purchaser, and (iiy) the amount of any the uninsured or underinsured loss. , provided that, for greater certainty, in the event that all Property suffers any damage entitling the Purchaser to terminate this Agreement in respect of all of the Property, and the Purchaser so elects, the Downpayment shall be refunded to Purchaser forthwith, without deduction, and without the consent or joinder of Sellers being required and notwithstanding any contrary instructions which might be provided by Sellers, and neither Sellers nor Purchaser shall have any further right or obligation under this Agreement other those obligations which expressly survive the Closing. (b) If the a Property suffers any damage less than Seventy Five Thousand and no/100 One Million Dollars ($75,000.001,000,000.00) prior to the ClosingClosing from fire or other casualty, Purchaser agrees that it will consummate the Closing and accept the an assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Date (plus receive a credit against the Purchase Price in an amount equal to the sum of of: (ix) such Seller’s deductible under its insurance policy, to the extent that it is deducted from any such insurance proceeds payable to Purchaser, and (iiy) the amount of any the uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price. (c) Each of Sellers and Purchaser confirms, acknowledges and agrees that, for purposes of Error! Reference source not found. of this Agreement, and the potential termination of this Agreement in respect of an Individual Property pursuant thereto, the Purchase Price shall be allocated amongst the Property as set out in Schedule A attached to this Agreement.

Casualty. (a) Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 One Million Dollars ($75,000.001,000,000.00) prior to the Closing from fire fire, storm, accident, or any other casualty, Purchaser may either at or prior to Closing Closing: (a) terminate this Agreement, in which event event, the Xxxxxxx Money Downpayment shall be refunded to PurchaserPurchaser forthwith, without deduction, and without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party Seller nor Purchaser shall have any further rights right or obligation under this Agreement other those obligations hereunder, other than which expressly survive the Surviving ObligationsClosing, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of of: (ix) Seller’s deductible under its insurance policy policy, and (iiy) the amount of any the uninsured or underinsured loss. . (b) If the Property suffers any damage less than Seventy Five Thousand and no/100 One Million Dollars ($75,000.001,000,000.00) prior to the ClosingClosing from fire or other casualty, Purchaser agrees that it will consummate the Closing and accept the an assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Date (plus receive a credit against the Purchase Price in an amount equal to the sum of of: (ix) Seller’s deductible under its insurance policy, and (iiy) the amount of any the uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

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

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

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

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

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

Casualty. (a) Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Hundred Thousand and no/100 Dollars (CDN $75,000.00500,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing Closing: (a) terminate this Agreement, in which event event, the Xxxxxxx Money Downpayment shall be refunded to Purchaserthe Purchaser forthwith, without deduction, and without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party Seller nor Purchaser shall have any further rights right or obligation under this Agreement other those obligations hereunder, other than which expressly survive the Surviving ObligationsClosing, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to the Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (ix) Seller’s deductible under its insurance policy policy, and (iiy) the amount of any the uninsured or underinsured loss. . (b) If the Property suffers any damage less than Seventy Five Hundred Thousand and no/100 Dollars (CDN $75,000.00500,000.00) prior to the ClosingClosing from fire or other casualty, Purchaser agrees that it will consummate the Closing and accept the an assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and an after the Closing Date, Date (plus receive a credit against the Purchase Price in an amount equal to the sum of of: (ix) Seller’s deductible under its insurance policy, and (iiy) the amount of any the uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for The risk of any loss or damage to or injury occurring to the Property by firefire or other casualty before the Closing shall continue to be borne by Seller. Seller shall promptly give Buyer written notice of any fire or other casualty (in any event within five (5) days after Seller first has knowledge of the occurrence of same), storm, accidentwhich notice shall include a description thereof in reasonable detail and an estimate of the cost of time to repair. If (i) any portion of the Property is damaged by fire or casualty after the Effective Date and is not repaired and restored substantially to its original condition prior to Closing, or (ii) at the time of Closing the estimated cost of repairs as to the Property is ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000.00) or less, as determined by an independent adjuster selected by Seller, Buyer shall be required to purchase the Property in accordance with this Agreement, and Buyer shall, at Buyer’s option, either: (x) receive a credit at Closing of the estimated cost or repairs to the Property, as determined by the aforesaid independent adjuster, plus any other casualty reasonably estimated lost revenue following Closing arising from such fire or cause until casualty; or (y) receive from Seller at Closing (I) an assignment, without representation of warranty by or recourse against Seller, of all insurance claims and proceeds with respect thereto, plus (II) an amount equal to Seller’s insurance deductible, plus (III) a credit for the amount of any reasonably estimated lost revenue following Closing has been consummatedarising from such fire or casualty. If the estimated cost of repairing such damage to the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars is more than ONE HUNDRED THOUSAND U.S. DOLLARS ($75,000.00) prior to the Closing from fire or other casualty100,000.00), Purchaser may either as determined by such independent adjuster, Buyer may, at or prior to Closing its sole option: (ax) terminate this AgreementAgreement by notice to Seller on or before the earlier of the Closing or the tenth (10th) day after receipt of such notice described above, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither no party shall have any further rights or obligations hereunder, other than liability to the Surviving Obligations, party under this Agreement; or (by) consummate proceed to Closing as provided in this Section 12.16. In no event shall the Closing, in which latter event all amount of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at Buyer under this subparagraph (plus the Closing and Purchaser shall receive a credit against amount of the Purchase Price at Closing in an amount equal to deductible) exceed the sum lesser of (i) Seller’s deductible under its insurance policy and the cost of repair or (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price. The parties’ obligations, if any, under this Section 12.16 shall survive the expiration or any termination of this Agreement.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. (a) If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from Closing, the Property is damaged or destroyed by fire or other casualty, Purchaser may either at or the Contributor’s Representative shall promptly, but in any event within five (5) Business Days and prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all notify the Partnership of Seller’s right, title and interest in and the same (the “Casualty Notice”). If the cost of restoring the damage to the proceeds of any insurance covering such damageProperty is less than One Hundred Thousand Dollars ($100,000.00), and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, Partnership shall be assigned obligated to Purchaser at acquire the Closing Interests notwithstanding the occurrence of the damage or destruction and Purchaser upon the Closing, the Partnership shall receive a credit against the Purchase Price at Closing Agreed Contribution Value in an the amount equal to (net of collection costs and costs of repair reasonably incurred by the sum Contributor and not then reimbursed) of any insurance proceeds collected and retained by the Contributor or the Contributed Entity as a result of any such damage or destruction plus (i) Seller’s deductible under its insurance policy and (iiin the case of damage) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand deductible portion of the applicable Person’s insurance policy and no/100 Dollars ($75,000.00) the Contributor shall cause the applicable Person to assign to the Partnership all rights to such insurance proceeds as shall not have been collected prior to the Closing. (b) If the cost of restoring the damage to the Property is One Hundred Thousand Dollars ($100,000.00) or more, Purchaser will the Partnership may elect within fifteen (15) Business Days of its receipt of the Casualty Notice, together with the documented estimated costs of restoring the damage, and the Closing Date shall, if necessary, be extended to give the Partnership the benefit of the entire fifteen (15) Business Day period, either (x) to terminate this Agreement by notifying the Contributor in writing whereupon the Xxxxxxx Money Deposit shall be returned to the Partnership, and thereafter the Contributor and the Partnership shall have no further obligations or liabilities hereunder except for those obligations or liabilities which expressly survive the termination of this Agreement, or (y) to consummate the Closing and accept transactions contemplated hereby, notwithstanding the assignment occurrence of the proceeds of any insurance covering such damagedamage or destruction and upon the Closing, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus Partnership shall receive a credit against the Purchase Price Agreed Contribution Value in an the amount equal (net of collection costs and costs of repair reasonably incurred by the Contributor and not then reimbursed) of any insurance proceeds collected and retained by the Contributor or the Contributed Entity as a result of any such damage or destruction or otherwise denied to the sum Partnership by the insurance provider plus (in the case of (i) Seller’s deductible under its insurance policy, and (iidamage) the amount of any uninsured or underinsured loss, the deductible portion of the applicable Person’s insurance policy and there the Contributor shall cause the applicable Person to assign to the Partnership all rights to such insurance proceeds as shall not have been collected prior to the Closing. Failure of the Partnership to give such notice within the time prescribed above shall be no other reduction deemed an election by the Partnership to proceed in accordance with clause (x) above. (c) The risk of loss to the Purchase PriceProperty shall pass to the Partnership upon the Closing. (d) In the event of a disagreement between the Contributor’s Representative and the Partnership as to whether a casualty satisfies a threshold set forth in this Section 2.4, the determination of the independent insurance adjuster pursuant to the applicable Person’s casualty insurance policy covering the Property shall be binding.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fireIf, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from Date, all or any portion of the Real Property and Improvements is destroyed or damaged by fire or other casualty, Purchaser Contributor shall repair any damage or destruction to the Real Property and retain all insurance proceeds related thereto, and the Parties shall proceed to the Closing pursuant to the terms hereof and subject to the conditions for Closing set forth in this Agreement, without abatement of the Consideration. Notwithstanding the foregoing, if the casualty causes damage, the cost of which to repair shall equal or exceed Twenty-Five Million Dollars ($25,000,000) (a “Major Casualty”), the Partnership may either at or prior elect to Closing either: (a) terminate this AgreementAgreement by written notice to Contributor, in which case Contributor shall promptly (and in any event within five (5) Business Days following its receipt of a termination notice) return the Xxxxxxx Money Deposit L/C(s) and, if still held in the Deposit Escrow Account, the Initial Cash Deposit or Cash Deposit to the Partnership, and the Parties shall be refunded to Purchaser, without the consent or joinder relieved of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or all obligations hereunder, other than except with respect to the Termination Surviving Obligations, or ; or (b) consummate the ClosingClosing no more than thirty (30) days following the date of the Partnership’s election, in which latter event all case (x) the Consideration payable by the Partnership shall be reduced by the sum of Seller(A) any amount remaining to be spent on the Redevelopment as set forth in the Construction Budget and (B) the amount of any uninsured amount or insurance deductible that is actually deducted from the proceeds made available to the Partnership and by the amount of any insurance proceeds received by Contributor, net of (1) the costs (including reasonable attorneys’ fees) incurred by Contributor in connection with the settlement of any insurance claim with respect to such casualty, (2) the proceeds of any rental loss, business interruption or similar insurance that are allocable to the period prior to the Closing Date and (3) the reasonable out-of-pocket costs incurred by Contributor in stabilizing and/or restoring the Property following such casualty, and (y) Contributor will assign at Closing to the Partnership Contributor’s right, title and interest in and to the proceeds of any unpaid insurance covering such damageproceeds, and including any and all rent loss insurance proceeds relating less, to the period from and after extent the Closing Date, shall be assigned same had not yet been paid to Purchaser at Contributor as of the Closing and Purchaser shall receive a included in the credit against the Purchase Price at Closing Consideration, the amounts described in an amount equal (1), (2) and (3) above in this sentence (which shall remain the property of Contributor). The Parties shall cooperate and use commercially reasonable efforts to effectuate the transition of the Redevelopment from Contributor to PREIT Newco. For the avoidance of doubt, if the Partnership fails to elect in writing one of the two options specified in the foregoing clauses (a) and (b) within thirty (30) days after Contributor delivers written notice to the sum Partnership describing in reasonable detail the occurrence of (i) Seller’s deductible under its insurance policy and (ii) a Major Casualty, the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there Partnership shall be no other reduction deemed to have elected the option in the Purchase Priceforegoing clause (a).

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

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

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

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

Casualty. Seller assumes (a) In the event that all risks and liability for damage to or injury occurring to any substantial portion of the Property shall be damaged or destroyed by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualtycasualty prior to Closing, Purchaser may either at or prior to Closing (a) terminate this AgreementContract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the casualty, and in which event the case of such termination, the Xxxxxxx Money Deposit shall be refunded returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, Purchaser and neither party shall have any further rights rights, duties, or obligations hereunderhereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid, other than then both parties shall proceed to close the Surviving Obligations, or (b) consummate transaction contemplated herein pursuant to the Closingterms hereof, in which latter event Seller shall, except as limited in Section 9.2(b) hereof, deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty (except for proceeds previously used to repair the Property) together with any deductible under Seller's insurance policy and assign to Purchaser all of Seller’s 's right, title and interest in and to any claims which Seller may have under the proceeds of any insurance policies covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured lossProperty, and there shall be no other reduction in the Purchase Price. In the event less than a substantial portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the second sentence in this Section 9.2(a). (b) For the purposes of Section 9.2(a), a "substantial portion" of the Property shall be deemed to be any portion of the Property with either a fair market value or replacement cost in an amount equal to or greater than One Hundred Seventy-Five Thousand Two Hundred and No/100 Dollars ($175,200.00). 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 if the proceeds payable with respect to the Property as a result of casualty exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

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

Casualty. Seller assumes all risks Risk of loss up to and liability for including the Closing Date shall be borne by Seller. In the event of any immaterial damage to or injury occurring destruction to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal portion thereof, Seller and Purchaser shall proceed to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate close under this Agreement, in which event and Purchaser will receive (and Seller will assign to Purchaser at the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Closing Seller’s right, title and interest in and rights under insurance policies to the proceeds of receive) any insurance covering such damage, and proceeds (including any and all rent loss insurance proceeds relating applicable to the any period from on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an for any deductible, uninsured or coinsured amount equal to under said insurance policies. For purposes of this Agreement, the sum term “immaterial damage or destruction” shall mean such instances of damage or destruction: (i) Seller’s deductible under its insurance policy which can be repaired or restored at a cost of FIVE HUNDRED THOUSAND and NO/100 DOLLARS ($500,000 U.S.) or less; (ii) which can be restored and repaired within ninety (90) days from the amount date of any uninsured such damage or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand destruction; and no/100 Dollars ($75,000.00iii) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all in which Seller’s rights under its rent loss insurance proceeds relating 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 period from and 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, plus receive a credit against but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or destruction (and if necessary the Purchase Price in an amount equal Closing Date shall be extended to give Purchaser the sum of full 10-day period to make such election): (i) Seller’s deductible under its insurance policyterminate this Agreement, and whereupon Escrow Agent shall immediately return the Xxxxxxx Money to Purchaser, or (ii) proceed to close under this Agreement, receive (and Seller will assign to Purchaser at the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.Closing Seller’s rights under insurance policies to

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

Casualty. (a) Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the Stoney Creek Property, the Oakville Property, the Burlington Property and/or the Xxxxxx Property suffers any damage equal to or in excess of Seventy Five Two Hundred and Fifty Thousand and no/100 Dollars ($75,000.00250,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing in respect of such Property: (a) terminate this AgreementAgreement in respect of such Property, in which event event, the Xxxxxxx Money Downpayment shall be refunded credited against the Purchase Price for the remaining Property to Purchaser, without be purchased by the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving ObligationsPurchaser pursuant to this Agreement , or (b) consummate the ClosingClosing in respect of such Property, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to the Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of of: (ix) Seller’s deductible under its insurance policy policy, and (iiy) the amount of any the uninsured or underinsured loss. , provided that, for greater certainty, in the event that each such Property suffers any damage equal to or in excess of Two Hundred and Fifty Thousand Dollars ($250,000.00) prior to the Closing from fire or other casualty, and the Purchaser elects to terminate this Agreement in respect of all of the Property, the Downpayment shall be refunded to the Purchaser forthwith, without deduction, and without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither Seller nor Purchaser shall have any further right or obligation under this Agreement other those obligations which expressly survive the Closing. (b) If any of the Stoney Creek Property, the Oakville Property, the Burlington Property and/or the Xxxxxx Property suffers any damage less than Seventy Five Two Hundred and Fifty Thousand and no/100 Dollars ($75,000.00250,000.00) in respect prior to the ClosingClosing from fire or other casualty, Purchaser agrees that it will consummate the Closing and accept the an assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and an after the Closing Date, Date (plus receive a credit against the Purchase Price in an amount equal to the sum of of: (ix) Seller’s deductible under its insurance policy, and (iiy) the amount of any the uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

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

Casualty. Seller assumes (a) In the event that all risks and liability for damage to or injury occurring to any substantial portion of the Property shall be damaged or destroyed by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualtycasualty prior to Closing, Purchaser may either at or prior to Closing (a) terminate this AgreementContract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the casualty, and in which event the case of such termination, the Xxxxxxx Money Deposit shall be refunded returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, Purchaser and neither party shall have any further rights rights, duties, or obligations hereunderhereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid, other than then both parties shall proceed to close the Surviving Obligations, or (b) consummate transaction contemplated herein pursuant to the Closingterms hereof, in which latter event Seller shall, except as limited in Section 9.2(b) hereof, deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty (except for proceeds previously used to repair the Property) together with any deductible under Seller's insurance policy and assign to Purchaser all of Seller’s 's right, title and interest in and to any claims which Seller may have under the proceeds of any insurance policies covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured lossProperty, and there shall be no other reduction in the Purchase Price. In the event less than a substantial portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the second sentence in this Section 9.2(a). (b) For the purposes of Section 9.2(a), a "substantial portion" of the Property shall be deemed to be any portion of the Property with either a fair market value or replacement cost in an amount equal to or greater than Twenty-Eight Thousand Four Hundred and No/100 Dollars ($28,400.00). 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 if the proceeds payable with respect to the Property as a result of casualty exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

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

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

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

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

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

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

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

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

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property Property, or any part thereof, suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) 100,000.00 prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights right or obligations obligation hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of SellerCompany’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) SellerCompany’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property Property, or any part thereof, suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) 100,000.00 prior to the Closing, Purchaser will consummate shall have the option of either (A) delaying Closing until Seller completes all repairs necessary to restore the damaged Improvements to their condition prior to such damage but only if this can be completed for a Closing prior to December 24, 2007, or (B) consummating the Closing and accept accepting the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, damage (plus receive a credit against the Purchase Price in an amount equal to the sum of (i) SellerCompany’s deductible under its insurance policy, policy and (ii) the amount of any uninsured or underinsured loss, ) and there shall be no other reduction in the Purchase Price.

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

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

Casualty. Seller assumes all risks and liability for (a) If during the Interim Period there shall occur a fire or other casualty resulting in the damage to or injury occurring destruction of fifty percent (50%) or more of the floor space of Citigroup Center (a "MAJOR CASUALTY"), either party shall have the right, exercisable by giving written notice to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess within ten (10) days after receiving written notice of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from such fire or other casualty, Purchaser may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and case neither party shall have any further rights or obligations hereunderhereunder except such obligations which expressly survive the termination of this Agreement. If either party elects to terminate this Agreement, other than all agreements with respect to the Surviving ObligationsUnit Two Assignment and Assumption Agreement shall automatically be terminated. If, or (b) consummate between the date hereof and the Closing, there shall occur a fire or other casualty affecting all or any part of the Unit or any other portion of Citigroup Center other than a Major Casualty, neither Seller nor Purchaser shall have the right to terminate this Agreement, and in such event, or in the event of a Major Casualty as to which latter event neither party shall have exercised the termination option contained in the first sentence of this SECTION 16(a), then (i) the parties shall proceed to the Closing without reduction of or offset against any amounts payable hereunder or any other claim against the other, (ii) at the Closing, Seller shall (y) pay over to Purchaser the proceeds of any insurance collected by Seller less the amount of all costs incurred by Seller in connection with the repair of such damage or destruction, all of Seller’s which costs incurred by Seller shall be a Purchaser Consent Action and (z) assign and transfer to Purchaser, subject to the terms of the Condominium Declaration, all right, title and interest of Seller in and to the proceeds of any insurance covering such damage, and including any and all rent loss uncollected insurance proceeds relating that Seller may be entitled to the period receive from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured such damage or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policydestruction, and (iiiii) the amount parties hereto shall cooperate in all reasonable respects in order to effectuate such intent. The provisions of any uninsured or underinsured loss, this SECTION 16 shall survive the Closing for a period without expiration. (b) The parties hereto expressly intend that the provisions of this SECTION 16 and there not Section 5-1311 of the New York General Obligations Law shall be no other reduction govern in the Purchase Priceevent of a fire or other casualty.

Casualty. Seller assumes all risks and liability for damage to or injury occurring If, prior to the Property by fireClosing, storm, accident, the Hospital or any other Acquired Asset sustains damage or destruction by fire or other casualty that Seller does not completely repair prior to Closing, the following provisions shall apply: (a) If (i) such damage or cause until destruction results in any portion of the Closing has been consummated. If Hospital being unusable for its current purpose, or (ii) the Property suffers any aggregate cost to repair such damage equal or destruction, or to replace such damaged or in excess destroyed portion of Seventy Five the Hospital or other Acquired Asset (collectively, the “Cost to Repair”), is greater than One Hundred Thousand and no/100 Dollars ($75,000.00100,000) prior to the Closing from fire or other casualtyand Seller does not have insurance coverage therefor, Purchaser may elect to either at or prior to Closing (a1) terminate this AgreementAgreement as provided in Section 9.01(b) by providing written notice thereof to Seller and, except as set forth in which event Section 11.02 hereof, all obligations of the Xxxxxxx Money parties hereunder shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligationsterminate, or (b2) consummate the Closing, in which latter event all of Seller’s right, title transactions contemplated by this Agreement and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Cash Portion of the Purchase Price at Closing in equal to the amount of such Cost to Repair, and thereafter Seller shall have no obligations to repair such damage or destruction. (b) If the provisions of subsection (a) do not apply, then (i) if Seller has insurance coverage for the Cost to Repair any such damage or destruction, Purchaser may elect either to (1) receive from Seller all of the proceeds of such insurance paid or payable and then pay to Seller the full amount of the Purchase Price, or (2) allow Seller to retain all such insurance proceeds subject to a reduction of the Cash Portion of the Purchase Price equal to the amount of the Cost to Repair; and (ii) if, and to the extent that, the Cost to Repair any such damage or destruction is not covered by insurance, including, without limitation, costs that are subject to a deductible or self-insured retention, the Cash Portion of the Purchase Price shall be reduced by an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment that portion of the proceeds of any insurance covering Cost to Repair such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured damage or underinsured loss, and there shall be no other reduction in the Purchase Pricedestruction that is not covered by insurance.

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

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. (a) If the Property suffers any damage equal to is damaged or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from destroyed by fire or other casualty, Purchaser may either at or casualty prior to Closing then promptly after Seller becomes aware of the damage or destruction Seller will notify Purchaser thereof (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or “Damage Notice”). (b) consummate If the cost of repair is less than ONE MILLION TWO HUNDRED THOUSAND and 00/100 DOLLARS ($1,200,000.00), or if repair will, in Seller’s reasonable estimation, take six (6) months or less to effectuate after Seller gains control of the Property for repairs after any inspection by governmental authorities, Closing will proceed in accordance with the terms of this Agreement for the full Purchase Price, notwithstanding the damage or destruction; provided, however, that, at Closing, Seller, at its sole option, shall either (and in each case less any amounts expended by Seller in connection with such damage or destruction): (i) pay or assign to Purchaser all insurance proceeds, if any, resulting from such casualty damage and credit to Purchaser any applicable deductible amounts under the insurance policies pursuant to which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned are paid or assigned; or (ii) credit to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (a) all insurance proceeds, if any, resulting from such damage or destruction and (b) any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds were or are to be paid. Purchase and Sale Agreement Des Xxxxx Corners (c) If the cost of repair is equal to or greater than ONE MILLION TWO HUNDRED THOUSAND and 00/100 DOLLARS ($1,200,000.00), or if repair will, in Seller’s reasonable estimation, take longer than six (6) months to effectuate after Seller gains control of the Property for repairs after any inspection by governmental authorities, Seller or Purchaser may elect to terminate this Agreement by delivering written notice to the other within ten (10) Business Days after the date of the Damage Notice (and Closing will be extended as needed to provide for such 10-Business Day period), in which event the Deposit will be returned to Purchaser (less the Independent Consideration, which shall be paid to Seller). If neither party terminates 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, provided, however, that, at Closing, Seller, at its sole option, shall either (and in each case less any amounts expended by Seller in connection with such damage or destruction): (i) Seller’s 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 its the insurance policy and policies pursuant to which the insurance proceeds are paid or assigned; or (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior credit to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (ia) Seller’s all insurance proceeds, if any, resulting from such damage or destruction and (b) any applicable deductible amounts under its the insurance policypolicies pursuant to which the insurance proceeds were or are to be paid. (d) Purchaser hereby acknowledges and agrees that in the event that Seller elects to proceed in the manner set forth under either of the above subsections (b)(ii) or (c)(ii), Seller shall be entitled to commence a claim under the insurance policies pursuant to which the insurance proceeds would be paid relating to such damage or destruction, and (iipursue such claim until fully paid or settled by Seller and the applicable insurer. During this time, Xxxxxxxxx agrees to reasonably cooperate with Seller, including permitting any on-site inspection of the Property that the applicable insurer may require with respect to processing the claim. The provisions of this Section 9.1(d) shall survive Closing and the amount delivery of the Deed and shall not be deemed merged with the Deed or any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Priceinstrument of conveyance delivered at Closing.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire(a) If, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing, any damage, destruction or casualty shall have occurred as to which a tenant (i) has the responsibility to repair and restore the Property under its respective Lease and (ii) has no right of rent abatement or offset, in full or in part as a result of such casualty, the parties shall proceed to Closing in accordance with the terms of this Agreement without any reduction in the Contribution Value. (ai) terminate If, at or prior to Closing, any other damage, destruction or casualty, of any Property, occurs, which damage, destruction or casualty creates loss valued at ten (10%) percent or less of the Contribution Value, then this AgreementAgreement shall continue in full force and effect and LCWP shall give written notice of such event to Inland (which notice will include a description of the nature, extent and estimated amount of damage or loss suffered by the Property in connection with such casualty), in which event the Xxxxxxx Money parties shall be refunded proceed to Purchaser, Closing in accordance with the terms of this Agreement without any reduction in the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by SellerContribution Value, and neither party LCWP shall have any further rights or obligations hereunder, other than (A) assign to the Surviving Obligations, or (b) consummate the Closing, in which latter event Ownerat Closing all of Seller’s right, title its rights to and interest in and to the all proceeds of any casualty insurance covering such damage, and including any business interruption and all rent loss insurance proceeds relating to the period from and after the date of Closing Datepayable on account of such casualty, shall be assigned (B) pay to Purchaser at the JVat Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum full amount of (i) Seller’s the deductible applicable under its such insurance policy policies, by way of a credit against the Contribution Value equal to the deductible unless tenants are responsible for the deductible in CAM. LCWP shall cooperate reasonably with Inland, the Owner and the JV before and after Closing to file and process an insurance claim for all insured loss arising out of such casualty. LCWP shall not settle or adjust any such insurance claim without Inland's prior written consent. LCWP shall have no obligation to repair or restore any Property other than necessary measures as may be necessary to secure any such Property from natural elements, vandalism or further deterioration. (ii) If, at or prior to Closing, any other damage, destruction or casualty, of the Property, occurs which damage, destruction or casualty creates a loss valued in excess of ten (10%) percent of the Contribution Value allocated to such Property, then LCWP shall notify Inland in writing (hereinafter referred to as a "LCWP Casualty Notice"), which LCWP Casualty Notice will include a description of the nature, extent and estimated amount of any uninsured damage or underinsured lossloss suffered by the affected Property in connection with such casualty. Within ten (10) days after receipt of the LCWP Casualty Notice, Inland shall notify LCWP, in writing, as to whether (A) Inland will elect to proceed to Closing or (B) Inland will elect to terminate this Agreement. If Inland does not make such written election within the Property suffers time period specified above, Inland will be deemed to have made the election set forth in clause (A). (iii) If Inland makes (or is deemed to have made) the election set forth clause (A) of Section 7.1(b)(ii) above, then this Agreement shall continue in full force and effect and the parties shall proceed to Closing in accordance with the terms of this Agreement without any damage less than Seventy Five Thousand reduction in the Contribution Value, and no/100 Dollars the LCWP shall ($75,000.00A) prior assign to the Closing, Purchaser will consummate the Ownerat Closing all of its rights to and accept the assignment of the interest in all proceeds of any casualty insurance covering such damage, including any and all business interruption and rent loss insurance proceeds relating to the period from and after the date of Closing Date, plus receive a credit against payable on account of such casualty and (B) pay to the Purchase Price in JVat Closing an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the full amount of the deductible applicable under such insurance policies, by way of a credit against the Contribution Value equal to the deductible. LCWP shall cooperate reasonably with Inland before and after Closing to file and process an insurance claim for all insured loss arising out of such casualty. LCWP shall not settle or adjust any uninsured such insurance claim without Inland's prior written consent. LCWP shall have no obligation to repair or underinsured lossrestore any Property other than measures as may be necessary to secure any such Property from natural elements, and there shall be no other reduction in the Purchase Pricevandalism or further deterioration.

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

Casualty. Seller assumes (a) In the event that all risks and liability for damage to or injury occurring to any substantial portion of the Property shall be damaged or destroyed by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualtycasualty prior to Closing, Purchaser may either at or prior to Closing (a) terminate this AgreementContract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the casualty, and in which event the case of such termination, the Xxxxxxx Money Deposit shall be refunded returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, Purchaser and neither party shall have any further rights rights, duties, or obligations hereunderhereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid, other than then both parties shall proceed to close the Surviving Obligations, or (b) consummate transaction contemplated herein pursuant to the Closingterms hereof, in which latter event Seller shall, except as limited in Section 9.2(b) hereof, deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty (except for proceeds previously used to repair the Property) together with any deductible under Seller's insurance policy and assign to Purchaser all of Seller’s 's right, title and interest in and to any claims which Seller may have under the proceeds of any insurance policies covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured lossProperty, and there shall be no other reduction in the Purchase Price. In the event less than a substantial portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the second sentence in this Section 9.2(a). (b) For the purposes of Section 9.2(a), a "substantial portion" of the Property shall be deemed to be any portion of the Property with either a fair market value or replacement cost in an amount equal to or greater than Seventy-One Thousand Two Hundred and No/100 Dollars ($71,200.00). 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 if the proceeds payable with respect to the Property as a result of casualty exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Casualty. Seller assumes all risks and liability for (a) In the event of any fire or other casualty damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior part thereof, then, at either party’s option, by written notice to the Closing other party within ten (10) business days in the case of a termination by the Whitehall Seller and/or the GMH Sellers, after the LLC becomes aware of such damage or, in the case of a termination by Purchaser, after Purchaser receives notice of such damage from fire or other casualtySeller, Purchaser either may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might this Agreement shall be provided by Sellerterminated, and the parties shall have no further obligations to each other. If neither party terminates this Agreement as aforesaid, Purchaser shall have any further rights or obligations hereunderthe right, other than upon the Surviving Obligationsoccurrence of such event, or (b) at its sole option, to elect to consummate the Closingsale without a reduction of the Purchase Price on account of the same, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and except that Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) for the amount of any uninsured or underinsured lossdeductible applicable under the Partnership’s insurance policy. If Notwithstanding the Property suffers any foregoing, Purchaser shall, however, be obligated to close hereunder if the cost to repair such damage shall be less than Seventy Five Thousand and no/100 One Million Dollars ($75,000.001,000,000.00) prior and such damage is fully covered by insurance or the LLC agrees in writing to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive provide a credit to Purchaser against the Purchase Price in an amount equal to the sum lesser of (i) Seller’s deductible under its insurance policy, and the actual costs to repair such damage less the sum of (iiA) the amount of any uninsured insurance proceeds available to Purchaser plus (B) the amount of the deductible under the Partnership’s insurance policy or underinsured loss(ii) the sum of One Million Dollars ($1,000,000) less the sum of (A) the amount of any insurance proceeds available to Purchaser plus (B) the amount of the deductible under the Partnership’s insurance policy. (b) If, prior to the Closing, any portion of the Property shall be taken for any public use (other than minor takings for street widening) or access to or from the Property shall be permanently taken or materially impaired, or any change(s) to public way(s) or the grade(s) thereof shall be made which materially affects or are likely to materially affect the value of the Property, or notice of any of the foregoing shall be made public or otherwise come to Purchaser’s attention (unless such action is terminated on or prior to the Closing), then, and there in any of such events, by written notice to the Whitehall Sellers and the GMH Sellers within ten (10) business days after Purchaser receives notice of such events from the Partnership, Purchaser may either (i) terminate this Agreement, in which event the Deposit shall be refunded to Purchaser, and the parties shall have no other further liability or responsibility to each other, or (ii) elect to consummate the sale without a reduction in of the Purchase PricePrice on account of the same. The GMH Sellers shall promptly notify Purchaser if and when the LLC becomes aware of any such notice or threat of taking. (c) In the event that either party shall have the right to terminate this Agreement pursuant to this Article 6.1 and each party waives such right to terminate, then the Closing shall occur on the later of the (i) day the Closing would have occurred but for the casualty, taking or other event described above or (ii) date that is ten (10) business days after the expiration or waiver of the permitted ten (10) day period referred to above.

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

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

Casualty. Seller assumes all risks Risk of loss up to and liability for including the Closing Date shall be borne by Seller. In the event of any immaterial damage to or injury occurring destruction to the Property by fire, storm, accident, or any other casualty or cause until portion thereof, Seller and Purchaser shall proceed to close under this Agreement, and Purchaser will receive (and Seller will assign to Purchaser at the Closing has been consummatedSeller’s rights under insurance proceeds to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds), and assume responsibility for such repair, and Purchaser will receive a credit at Closing against the Purchase Price for any deductible amount under said insurance policies. If For purposes of this Agreement, the Property suffers any term “immaterial damage or destruction” means such instances of damage or destruction of the subject Property: (i) which can be repaired or restored at a cost equal to or in excess of Seventy Five less than Three Hundred Thousand and no/100 No/100 Dollars ($75,000.00300,000.00); (ii) prior which can be restored and repaired within one hundred eighty (180) days from the date of such damage or destruction; and (iii) which are not so extensive as to allow either of the tenants under the Leases to terminate such tenant’s respective Lease or xxxxx or reduce rent payable thereunder (unless business loss or rent loss insurance shall be available in the full amount of such abatement or reduction, subject to applicable deductibles) on account of such damage or destruction. In the event of any material damage or destruction to the Closing from fire Property or other casualtyany portion thereof, Purchaser may either 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 prior destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or destruction (and if necessary the Closing Date shall be extended to Closing give Purchaser the full 10-day period to make such election): (ai) terminate this Agreement, in which event whereupon Escrow Agent shall immediately return the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (bii) consummate the Closingproceed to close under this Agreement, in which latter event all of Seller’s right, title receive (and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned Seller will assign to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal rights of Seller under insurance policies to the sum of (ireceive) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, proceeds (including any and all rent loss insurance proceeds relating applicable to the period from and on or after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, plus and Purchaser will receive a credit against the Purchase Price in an at Closing for any deductible amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.said

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

Casualty. Seller assumes all risks and liability for (a) In the event of any fire or other casualty damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior part thereof, then, at either party’s option, by written notice to the Closing other party within ten (10) business days in the case of a termination by the Whitehall Seller and/or the GMH Sellers, after the Partnership becomes aware of such damage or, in the case of a termination by Purchaser, after Purchaser receives notice of such damage from fire or other casualtySeller, Purchaser either may either at or prior to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might this Agreement shall be provided by Sellerterminated, and the parties shall have no further obligations to each other. If neither party terminates this Agreement as aforesaid, Purchaser shall have any further rights or obligations hereunderthe right, other than upon the Surviving Obligationsoccurrence of such event, or (b) at its sole option, to elect to consummate the Closingsale without a reduction of the Purchase Price on account of the same, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and except that Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) for the amount of any uninsured or underinsured lossdeductible applicable under the Partnership’s insurance policy. If Notwithstanding the Property suffers any foregoing, Purchaser shall, however, be obligated to close hereunder if the cost to repair such damage shall be less than Seventy Five Thousand and no/100 One Million Dollars ($75,000.001,000,000.00) prior and such damage is fully covered by insurance or the Partnership agrees in writing to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive provide a credit to Purchaser against the Purchase Price in an amount equal to the sum lesser of (i) Seller’s deductible under its insurance policy, and the actual costs to repair such damage less the sum of (iiA) the amount of any uninsured insurance proceeds available to Purchaser plus (B) the amount of the deductible under the Partnership’s insurance policy or underinsured loss(ii) the sum of One Million Dollars ($1,000,000) less the sum of (A) the amount of any insurance proceeds available to Purchaser plus (B) the amount of the deductible under the Partnership’s insurance policy. (b) If, prior to the Closing, any portion of the Property shall be taken for any public use (other than minor takings for street widening) or access to or from the Property shall be permanently taken or materially impaired, or any change(s) to public way(s) or the grade(s) thereof shall be made which materially affects or are likely to materially affect the value of the Property, or notice of any of the foregoing shall be made public or otherwise come to Purchaser’s attention (unless such action is terminated on or prior to the Closing), then, and there in any of such events, by written notice to the Whitehall Sellers and the GMH Sellers within ten (10) business days after Purchaser receives notice of such events from the Partnership, Purchaser may either (i) terminate this Agreement, in which event the Deposit shall be refunded to Purchaser, and the parties shall have no other further liability or responsibility to each other, or (ii) elect to consummate the sale without a reduction in of the Purchase PricePrice on account of the same. The GMH Sellers shall promptly notify Purchaser if and when the Partnership becomes aware of any such notice or threat of taking. (c) In the event that either party shall have the right to terminate this Agreement pursuant to this Article 6.1 and each party waives such right to terminate, then the Closing shall occur on the later of the (i) day the Closing would have occurred but for the casualty, taking or other event described above or (ii) date that is ten (10) business days after the expiration or waiver of the permitted ten (10) day period referred to above.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire(a) If, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing, any damage, destruction or casualty shall have occurred as to which a tenant (i) has the responsibility to repair and restore the Property under its respective Lease and (ii) has no right of rent abatement or offset, in full or in part as a result of such casualty, the parties shall proceed to Closing in accordance with the terms of this Agreement without any reduction in the Contribution Value. (ai) terminate If, at or prior to Closing, any other damage, destruction or casualty, of any Property, occurs, which damage, destruction or casualty creates loss valued at ten (10%) percent or less of the Contribution Value, then this AgreementAgreement shall continue in full force and effect and Xxxxxxx shall give written notice of such event to Inland (which notice will include a description of the nature, extent and estimated amount of damage or loss suffered by the Property in connection with such casualty), in which event the Xxxxxxx Money parties shall be refunded proceed to Purchaser, Closing in accordance with the terms of this Agreement without any reduction in the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by SellerContribution Value, and neither party Xxxxxxx shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (bA) consummate the Closing, in which latter event assign to Inland at Closing all of Seller’s right, title its rights to and interest in and to the all proceeds of any casualty insurance covering such damage, and including any business interruption and all rent loss insurance proceeds relating to the period from and after the date of Closing Datepayable on account of such casualty, shall be assigned (B) pay to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price Inland at Closing in an amount equal to the sum full amount of (i) Sellerthe deductible applicable under such insurance policies, by way of a credit against the Contribution Value equal to the deductible unless tenants are responsible for the deductible in CAM. Xxxxxxx shall cooperate reasonably with Inland before and after Closing to file and process an insurance claim for all insured loss arising out of such casualty. Xxxxxxx shall not settle or adjust any such insurance claim without Inland’s deductible under its insurance policy and prior written consent. Xxxxxxx shall have no obligation to repair or restore any Property other than necessary measures as may be necessary to secure any such Property from natural elements, vandalism or further deterioration. (ii) If, at or prior to Closing, any other damage, destruction or casualty, of the Property, occurs which damage, destruction or casualty creates a loss valued in excess of ten (10%) percent of the Contribution Value allocated to such Property, then Xxxxxxx shall notify Inland in writing (hereinafter referred to as a “Xxxxxxx Casualty Notice”), which Xxxxxxx Casualty Notice will include a description of the nature, extent and estimated amount of any uninsured damage or underinsured lossloss suffered by the affected Property in connection with such casualty. Within ten (10) days after receipt of the Xxxxxxx Casualty Notice, Inland shall notify Xxxxxxx, in writing, as to whether (A) Inland will elect to proceed to Closing or (B) Inland will elect to terminate this Agreement. If Inland does not make such written election within the Property suffers time period specified above, Inland will be deemed to have made the election set forth in clause (A). (iii) If Inland makes (or is deemed to have made) the election set forth clause (A) of Section 7.1(b)(ii) above, then this Agreement shall continue in full force and effect and the parties shall proceed to Closing in accordance with the terms of this Agreement without any damage less than Seventy Five Thousand reduction in the Contribution Value, and no/100 Dollars the Xxxxxxx shall ($75,000.00A) prior assign to the Closing, Purchaser will consummate the Inland at Closing all of its rights to and accept the assignment of the interest in all proceeds of any casualty insurance covering such damage, including any and all business interruption and rent loss insurance proceeds relating to the period from and after the date of Closing Date, plus receive a credit against the Purchase Price in payable on account of such casualty and (B) pay to Inland at Closing an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the full amount of the deductible applicable under such insurance policies, by way of a credit against the Contribution Value equal to the deductible. Xxxxxxx shall cooperate reasonably with Inland before and after Closing to file and process an insurance claim for all insured loss arising out of such casualty. Xxxxxxx shall not settle or adjust any uninsured such insurance claim without Inland’s prior written consent. The Xxxxxxx shall have no obligation to repair or underinsured lossrestore any Property other than necessary measures as may be necessary to secure any such Property from natural elements, and there shall be no other reduction in the Purchase Pricevandalism or further deterioration.

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

Casualty. Seller assumes (a) In the event that all risks and liability for damage to or injury occurring to any substantial portion of the Property shall be damaged or destroyed by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualtycasualty prior to Closing, Purchaser may either at or prior to Closing (a) terminate this AgreementContract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the casualty, and in which event the case of such termination, the Xxxxxxx Money Deposit shall be refunded returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, Purchaser and neither party shall have any further rights rights, duties, or obligations hereunderhereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid, other than then both parties shall proceed to close the Surviving Obligations, or (b) consummate transaction contemplated herein pursuant to the Closingterms hereof, in which latter event Seller shall, except as limited in Section 9.2(b) hereof, deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty (except for proceeds previously used to repair the Property) together with any deductible under Seller's insurance policy and assign to Purchaser all of Seller’s 's right, title and interest in and to any claims which Seller may have under the proceeds of any insurance policies covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured lossProperty, and there shall be no other reduction in the Purchase Price. In the event less than a substantial portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the second sentence in this Section 9.2(a). (b) For the purposes of Section 9.2(a), a "substantial portion" of the Property shall be deemed to be any portion of the Property with either a fair market value or replacement cost in an amount equal to or greater than One Hundred Twenty-Six Thousand Four Hundred and No/100 Dollars ($126,400.00). 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 if the proceeds payable with respect to the Property as a result of casualty exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire(a) If, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at or prior to Closing, any damage, destruction or casualty shall have occurred as to which a tenant (i) has the responsibility to repair and restore the Property under its respective Lease and (ii) has no right of rent abatement or offset, in full or in part as a result of such casualty, the parties shall proceed to Closing in accordance with the terms of this Agreement without any reduction in the Purchase Price. (ai) terminate If, at or prior to Closing, any other damage, destruction or casualty, of any Property, occurs, which damage, destruction or casualty creates loss valued at ten (10%) percent or less of the Purchase Price, then this AgreementAgreement shall continue in full force and effect and the Seller shall give written notice of such event to Buyer (which notice will include a description of the nature, extent and estimated amount of damage or loss suffered by the Property in connection with such casualty), in which event the Xxxxxxx Money parties shall be refunded proceed to Purchaser, Closing in accordance with the terms of this Agreement without any reduction in the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by SellerPurchase Price, and neither party the Seller shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (bA) consummate the Closing, in which latter event assign to Buyer at Closing all of Seller’s right, title its rights to and interest in and to the all proceeds of any casualty insurance covering such damage, and including any business interruption and all rent loss insurance proceeds relating to the period from and after the date of Closing Datepayable on account of such casualty, shall be assigned (B) pay to Purchaser Buyer at Closing an amount equal to the Closing and Purchaser shall receive full amount of the deductible applicable under such insurance policies, by way of a credit against the Purchase Price at Closing in an amount equal to the sum deductible unless tenants are responsible for the deductible in CAM. The Seller shall cooperate reasonably with Buyer before and after Closing to file and process an insurance claim for all insured loss arising out of (i) Sellersuch casualty. The Seller shall not settle or adjust any such insurance claim without Buyer’s deductible under its insurance policy and prior written consent. Seller shall have no obligation to repair or restore any Property other than necessary measures as may be necessary to secure any such Property from natural elements, vandalism or further deterioration. (ii) If, at or prior to Closing, any other damage, destruction or casualty, of any Property, occurs which damage, destruction or casualty creates a loss valued in excess of ten (10%) percent of the Purchase Price allocated to such Property, then the Seller shall notify Buyer in writing (hereinafter referred to as a “Seller Casualty Notice”), which Seller Casualty Notice will include a description of the nature, extent and estimated amount of any uninsured damage or underinsured lossloss suffered by the affected Property in connection with such casualty. Within ten (10) days after receipt of the Seller Casualty Notice, Buyer shall notify the applicable Seller, in writing, as to whether (A) Buyer will elect to proceed to Closing or (B) Buyer will elect to terminate this Agreement. If Buyer does not make such written election within the Property suffers time period specified above, Buyer will be deemed to have made the election set forth in clause (A). (iii) If Buyer makes (or is deemed to have made) the election set forth clause (A) of Section 7.1(b)(ii) above, then this Agreement shall continue in full force and effect and the parties shall proceed to Closing in accordance with the terms of this Agreement without any damage less than Seventy Five Thousand reduction in the Purchase Price, and no/100 Dollars the Seller shall ($75,000.00A) prior assign to the Closing, Purchaser will consummate the Buyer at Closing all of its rights to and accept the assignment of the interest in all proceeds of any casualty insurance covering such damage, including any and all business interruption and rent loss insurance proceeds relating to the period from and after the date of Closing Datepayable on account of such casualty and (B) pay to Buyer at Closing an amount equal to the full amount of the deductible applicable under such insurance policies, plus receive by way of a credit against the Purchase Price in an amount equal to the sum deductible. The Seller shall cooperate reasonably with Buyer before and after Closing to file and process an insurance claim for all insured loss arising out of (i) Sellersuch casualty. The Seller shall not settle or adjust any such insurance claim without Buyer’s deductible under its insurance policyprior written consent. The Seller shall have no obligation to repair or restore any Property other than necessary measures as may be necessary to secure any such Property from natural elements, and (ii) the amount of any uninsured vandalism or underinsured loss, and there shall be no other reduction in the Purchase Pricefurther deterioration.

Casualty. Seller assumes all risks and liability for 7.1.1. Subject to the provisions of this Article 7, risk of loss or damage to or injury occurring to the Real Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualty, Purchaser may either at casualty shall remain on Seller until Closing. 7.1.2. If any of the improvements included in the Real Property shall be destroyed or damaged prior to Closing the Closing, and if either the estimated cost of repair or replacement exceeds Five Hundred Thousand Dollars (a$500,000.), or the damage permits the termination of one or more of the Leases or, except to the extent affected by the matters described in Exhibit K, causes loss of parking or access, Buyer may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect, and the Deposit shall forthwith be returned to Buyer. If Buyer does not elect to terminate this Agreement pursuant to this Section 7.1.2, or has no right to terminate this Agreement (because the damage or destruction does not exceed $500,000.00 and does not permit the termination of one or more of the Leases), or there is no loss of parking or access other than such as results from the matters described in Exhibit K hereof, and the sale of the Property is consummated, Purchaser shall receive an assignment of all insurance proceeds paid or payable to Seller by reason of such destruction or damage under Seller’s insurance policies (less amounts of insurance theretofore received and applied by Seller to costs actually incurred for restoration), together with a credit in the amount of Seller’s deductible. Seller shall not settle or release any damage or destruction claims without obtaining Buyer’s prior written consent in each case. All said insurance proceeds received by Seller by the date of Closing shall be refunded paid by Seller to PurchaserBuyer at Closing. In addition, without at Closing, Seller shall pay over to Buyer and assign to Buyer, all proceeds of any rent loss insurance for the consent period of time commencing on the date of Closing. If the amount of said casualty or joinder rent loss insurance proceeds is not settled by the date or Closing, Seller shall execute at Closing all proofs of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerloss, assignments of claim, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, similar instruments in which latter event order that Buyer receive all of Seller’s right, title title, and interest in and to the proceeds of any under said insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Priceproceeds.

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

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

Casualty. Seller assumes all risks and liability for damage to or injury occurring If, prior to the Property by fireClosing, storm, accident, the Facilities or any other casualty Acquired Assets sustain damage or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from destruction by fire or other casualty, Purchaser may either at or casualty that Sellers do not repair prior to Closing Closing, the following provisions shall apply: a. If (ai) such damage or destruction results in any of the Owned Facilities being unusable for their current purpose, or (ii) the cost to repair such damage or destruction, or to replace such damaged or destroyed Facilities or other Acquired Assets (collectively, the "Cost to Repair"), is greater than $250,000 and Seller does not have insurance coverage therefor, Buyer may elect either to (1) terminate this Agreement, in which event Agreement by notice thereof to Sellers and all obligations of the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations parties hereunder, other than the Surviving Obligations, or (b2) consummate the Closing, in which latter event all of Seller’s right, title Transaction and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive as a credit against the Purchase Price at Closing the amount of such Cost to Repair, and thereafter Seller shall have no obligation to repair such damage or destruction. b. If the preceding Section 9.10.a. does not apply, then: (i) If Sellers have insurance coverage for the Cost to Repair any such damage or destruction, Buyer may elect either to (1) receive from Sellers all of the proceeds of such insurance paid or payable and pay to Sellers the full amount of the Purchase Price, or (2) allow Sellers to retain all such insurance proceeds subject to a reduction of the Purchase Price in the amount thereof; and (ii) If, and to the extent that, the Cost to Repair any such damage or destruction is not covered by insurance, including, without limitation costs that are subject to a deductible or self-insured retention, the Purchase Price shall be reduced by an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment that portion of the proceeds of any insurance covering Cost to Repair such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured damage or underinsured loss, and there shall be no other reduction in the Purchase Pricedestruction that is not covered by insurance.

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

Casualty. Seller assumes all risks and liability for In the event of fire, casualty or any other damage to of any kind whatsoever (insured or injury occurring uninsured) to the Property which is reasonably estimated to cost five percent (5%) of the Purchase Price or more to repair, replace or remediate (the “Casualty Threshold”), Purchaser may, at its option, terminate this Agreement and escrow by firewritten notice to Seller within 30 days after Purchaser’s receipt of the notice of casualty referred to above or at Closing, stormwhichever is earlier, accidentwhereupon Escrow Agent shall return the Xxxxxxx Money to Purchaser, and all obligations, duties, rights and entitlements of Seller and Purchaser shall terminate, except that Seller and Purchaser shall (i) share equally the expenses of escrow, and (ii) continue to be obligated under the Surviving Obligations. If Purchaser does not elect to terminate this Agreement within such time period, or if any other casualty such occurrence costs less than the Casualty Threshold to repair, replace or cause until remediate, then (i) the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior parties shall proceed to the Closing from fire or other casualty, Purchaser may either at or prior pursuant to Closing (a) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaserterms and conditions hereof, without modification of the consent or joinder terms of this Agreement and without any reduction in the Purchase Price except as set forth in this Section 8.1(b); and (ii) Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event assign to Purchaser at Closing all of Seller’s right, title and interest in and any insurance proceeds, subject to the proceeds consent of any insurance covering such damagelender holding a mortgage, deed of trust or other lien on the Property (except only, rent loss and business interruption insurance, and including any and all rent loss similar insurance proceeds relating attributable to the period from and after preceding the Closing Date) that may be payable to Seller on account of any such fire, shall be assigned casualty or other damage (provided that the amount of such insurance proceeds credited to Purchaser at plus any other credits to Purchaser set forth below will never exceed the Closing Purchase Price), and Purchaser shall will receive a credit against the Purchase Price at Closing in an amount equal to the sum for any such proceeds that are received and retained by any creditor of (i) Seller’s deductible under its insurance policy Seller and (ii) for the amount of any uninsured or underinsured loss. If the Property suffers deductibles under any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior policies related to such proceeds, to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering extent such damage, including any and all rent loss deductibles or insurance proceeds relating have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration or the period from and after reasonable cost of securing the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Priceproceeds.

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

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

Casualty. Seller assumes (a) In the event that all risks and liability for damage to or injury occurring to any substantial portion of the Property shall be damaged or destroyed by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualtycasualty prior to Closing, Purchaser may either at or prior to Closing (a) terminate this AgreementContract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the casualty, and in which event the case of such termination, the Xxxxxxx Money Deposit shall be refunded returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, Purchaser and neither party shall have any further rights rights, duties, or obligations hereunderhereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid, other than then both parties shall proceed to close the Surviving Obligations, or (b) consummate transaction contemplated herein pursuant to the Closingterms hereof, in which latter event Seller shall, except as limited in Section 9.2(b) hereof, deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty (except for proceeds previously used to repair the Property) together with any deductible under Seller's insurance policy and assign to Purchaser all of Seller’s 's right, title and interest in and to any claims which Seller may have under the proceeds of any insurance policies covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured lossProperty, and there shall be no other reduction in the Purchase Price. In the event less than a substantial portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the second sentence in this Section 9.2(a). (b) For the purposes of Section 9.2(a), a "substantial portion" of the Property shall be deemed to be any portion of the Property with either a fair market value or replacement cost in an amount equal to or greater than Seven Hundred Twenty-Three Thousand Six Hundred and No/100 Dollars ($723,600.00). 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 if the proceeds payable with respect to the Property as a result of casualty exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

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

Casualty. Seller assumes all risks and liability for damage to or injury occurring to In the Property by event of fire, storm, accident, casualty or any other casualty damage of any kind whatsoever (insured or cause until uninsured) to the Closing has been consummated. If Hotel occurring after the Property suffers any damage equal Effective Date which is reasonably estimated to or in excess of Seventy Five cost Two Hundred Fifty Thousand and no/100 No/100 Dollars ($75,000.00250,000.00) prior or more to repair, replace or remediate (the Closing from fire or other casualty“Casualty Threshold”), Purchaser may either may, at or prior to Closing (a) its option, terminate this AgreementAgreement by written notice to Seller within thirty (30) days after Purchaser’s receipt of the notice of casualty referred to above or at Closing, in which event whichever is earlier, whereupon (i) this Agreement shall automatically terminate, (ii) the Escrow Agent shall immediately release and return the Xxxxxxx Money shall be refunded (including any interest accrued thereon) to Purchaser, without (iii) each party shall pay one-half (1/2) of the consent or joinder expenses of Seller being required escrow and notwithstanding any contrary instructions which might be provided by Seller, and (iv) neither party shall have any further rights or obligations obligation to the other party hereunder, other than except for the Surviving Obligations. If Purchaser does not elect to terminate this Agreement within such time period, or if any such occurrence costs less than the Casualty Threshold to repair, replace or remediate, then: (a) the parties shall proceed to the Closing pursuant to the terms and conditions hereof, without modification of the terms of this Agreement and without any reduction in the Purchase Price except as set forth in Section 9.3(b); and (b) consummate the Closing, in which latter event Seller shall assign to Purchaser at Closing all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damageproceeds (except only, rent loss and business interruption insurance, and including any and all rent loss similar insurance proceeds relating attributable to the period from preceding the interruption insurance, and after any similar insurance attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire, shall be assigned casualty or other damage (provided that the amount of such insurance proceeds credited to Purchaser at plus any other credits to Purchaser set forth below will never exceed the Closing Purchase Price), and Purchaser shall will receive a credit against the Purchase Price at Closing in an amount equal to the sum for any such proceeds that are received and retained by any creditor of (i) Seller’s deductible under its insurance policy Seller and (ii) for the amount of any uninsured or underinsured loss. If the Property suffers deductibles under any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior policies related to such proceeds, to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering extent such damage, including any and all rent loss deductibles or insurance proceeds relating have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration or the period from and after reasonable cost of securing the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Priceproceeds.

Casualty. Seller assumes (a) In the event that all risks and liability for damage to or injury occurring to any substantial portion of the Property shall be damaged or destroyed by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualtycasualty prior to Closing, Purchaser may either at or prior to Closing (a) terminate this AgreementContract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the casualty, and in which event the case of such termination, the Xxxxxxx Money Deposit shall be refunded returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, Purchaser and neither party shall have any further rights rights, duties, or obligations hereunderhereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid, other than then both parties shall proceed to close the Surviving Obligations, or (b) consummate transaction contemplated herein pursuant to the Closingterms hereof, in which latter event Seller shall, except as limited in Section 9.2(b) hereof, deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty (except for proceeds previously used to repair the Property) together with any deductible under Seller's insurance policy and assign to Purchaser all of Seller’s 's right, title and interest in and to any claims which Seller may have under the proceeds of any insurance policies covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured lossProperty, and there shall be no other reduction in the Purchase Price. In the event less than a substantial portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the second sentence in this Section 9.2(a). (b) For the purposes of Section 9.2(a), a "substantial portion" of the Property shall be deemed to be any portion of the Property with either a fair market value or replacement cost in an amount equal to or greater than Seven Hundred Thirty-Three Thousand Six Hundred and No/100 Dollars ($733,600.00). 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 if the proceeds payable with respect to the Property as a result of casualty exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

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

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

Casualty. Seller assumes (a) In the event that all risks and liability for damage to or injury occurring to any substantial portion of the Property shall be damaged or destroyed by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualtycasualty prior to Closing, Purchaser may either at or prior to Closing (a) terminate this AgreementContract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the casualty, and in which event the case of such termination, the Xxxxxxx Money Deposit shall be refunded returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, Purchaser and neither party shall have any further rights rights, duties, or obligations hereunderhereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid, other than then both parties shall proceed to close the Surviving Obligations, or (b) consummate transaction contemplated herein pursuant to the Closingterms hereof, in which latter event Seller shall, except as limited in Section 9.2(b) hereof, deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty (except for proceeds previously used to repair the Property) together with any deductible under Seller's insurance policy and assign to Purchaser all of Seller’s 's right, title and interest in and to any claims which Seller may have under the proceeds of any insurance policies covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured lossProperty, and there shall be no other reduction in the Purchase Price. In the event less than a substantial portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the second sentence in this Section 9.2(a). (b) For the purposes of Section 9.2(a), a "substantial portion" of the Property shall be deemed to be any portion of the Property with either a fair market value or replacement cost in an amount equal to or greater than One Hundred Sixty-Five Thousand Two Hundred and No/100 Dollars ($165,200.00). 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 if the proceeds payable with respect to the Property as a result of casualty exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

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

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

Casualty. Seller assumes all risks (a) If, at any time after the Effective Date and liability for damage prior to Closing or injury occurring to earlier termination of this Agreement, the Property or any portion thereof are destroyed or damaged by fire, storm, accident, fire or any other casualty (a “Casualty”), Seller shall give written notice of each such Casualty to Purchaser promptly after the occurrence of such Casualty, and, if the cost to repair the damage resulting from such Casualty would equal or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five exceed One Hundred Thousand and no/100 No/100 Dollars ($75,000.00100,000.00) prior to or such Casualty would otherwise materially impair the Closing from fire or other casualtyvalue of the Property, Purchaser may either at or prior shall have the right to Closing elect, by providing written notice to Seller within thirty (a30) days after Purchaser’s receipt of written notice of such Casualty, to (i) terminate this Agreement in its entirety, or (ii) proceed to Closing, without terminating this Agreement, in which event case Seller shall (A) provide Purchaser with a credit against the Xxxxxxx Money shall be refunded Purchase Price in an amount equal to Purchaser, without the consent lesser of: (y) the applicable insurance deductible plus any uninsured amount of the repair or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerrestoration cost, and neither party shall have any further rights (z) the reasonable estimated costs for the repair or obligations hereunderrestoration of the Property required by such Casualty, other than the Surviving Obligations, or and (bB) consummate the Closing, in which latter event transfer and assign to Purchaser all of Seller’s right, title and interest in and to the all proceeds of any insurance covering such damagefrom all casualty, business interruption, lost profits, and including other applicable insurance policies maintained by any Seller with respect the Property (except those proceeds specifically payable in connection with and all rent loss insurance proceeds relating allocable to business interruption and lost profits and costs incurred by any Seller for the period prior to the period from Closing) to the extent assignable, and after the Closing Dateif such proceeds are not assignable, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum amount of such proceeds. If the Closing is scheduled to occur within Purchaser’s thirty (30) day election period, the Closing Date shall, upon Purchaser’s election, be postponed until the date which is five (5) Business Days after the expiration of such thirty (30) day election period. (b) Notwithstanding anything to the contrary contained herein, if at any time after the Effective Date and prior to Closing, a Casualty occurs with respect to any building fully or partially occupied by any Permitted Tenant, Seller shall promptly notify Purchaser in writing of such Casualty and shall comply with the casualty provisions of the Lease of such Permitted Tenant. If such Lease may be terminated as a result of the Casualty, then Seller shall, concurrently with Seller’s notice of Casualty, notify Purchaser of such right to terminate such Lease and Purchaser shall have the right to elect, by providing written notice to Seller within the timeframes allowed under the Lease, to cause Seller to (i) Seller’s deductible under terminate the Lease in its insurance policy and entirety; or (ii) to comply with the amount terms of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior Lease with respect to the ClosingCasualty. In the event the Lease is not terminated and under the terms of the Lease Seller is to make repairs to the premises demised by such Lease, Purchaser will consummate shall have the right 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 form acceptable to Purchaser substantially similar to the form set forth herein at Exhibit F) that such repairs were satisfactorily completed and accept the assignment of the proceeds of any insurance covering such damageLease are in full force and effect. Seller shall indemnify and defend, including at its sole cost and expense, Purchaser, its successors and assigns, for any and all rent loss insurance proceeds relating claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) actually incurred of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to the period from and time by reason of or arising out of any repairs performed after the Effective Date and prior to Closing Date, plus receive a credit against under any casualty provisions of the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase PriceAPT Lease.

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

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

Casualty. Seller assumes (a) In the event that all risks and liability for damage to or injury occurring to any substantial portion of the Property shall be damaged or destroyed by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from fire or other casualtycasualty prior to Closing, Purchaser may either at or prior to Closing (a) terminate this AgreementContract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the casualty, and in which event the case of such termination, the Xxxxxxx Money Deposit shall be refunded returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, Purchaser and neither party shall have any further rights rights, duties, or obligations hereunderhereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid, other than then both parties shall proceed to close the Surviving Obligations, or (b) consummate transaction contemplated herein pursuant to the Closingterms hereof, in which latter event Seller shall, except as limited in Section 9.2(b) hereof, deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty (except for proceeds previously used to repair the Property) together with any deductible under Seller's insurance policy and assign to Purchaser all of Seller’s 's right, title and interest in and to any claims which Seller may have under the proceeds of any insurance policies covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured lossProperty, and there shall be no other reduction in the Purchase Price. In the event less than a substantial portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the second sentence in this Section 9.2(a). (b) For the purposes of Section 9.2(a), a "substantial portion" of the Property shall be deemed to be any portion of the Property with either a fair market value or replacement cost in an amount equal to or greater than Three Hundred Forty-Six Thousand Four Hundred Dollars ($346,400.00). 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 if the proceeds payable with respect to the Property as a result of casualty exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Casualty. Seller assumes all risks and liability for The risk of any loss or damage to or injury occurring to the Property by firefire or other casualty before the Closing shall continue to be borne by Seller. Seller shall promptly give Buyer written notice of any fire or other casualty (in any event within five (5) days after Seller first has knowledge of the occurrence of same), storm, accidentwhich notice shall include a description thereof in reasonable detail and an estimate of the cost of time to repair. If (i) any portion of the Property is damaged by fire or casualty after the Effective Date and is not repaired and restored substantially to its original condition prior to Closing, or (ii) at the time of Closing the estimated cost of repairs as to the Property is FIVE HUNDRED THOUSAND U.S. DOLLARS ($500,000.00) or less, as determined by an independent adjuster selected by Seller, Buyer shall be required to purchase the Property in accordance with this Agreement, and Buyer shall, at Buyer’s option, either: (x) receive a credit at Closing of the estimated cost or repairs to the Property, as determined by the aforesaid independent adjuster, plus any other casualty reasonably estimated lost revenue following Closing arising from such fire or cause until casualty; or (y) receive from Seller at Closing (I) an assignment, without representation or warranty by or recourse against Seller, of all insurance claims and proceeds with respect thereto, plus (II) an amount equal to Seller’s insurance deductible, plus (III) a credit for the amount of any reasonably estimated lost revenue following Closing has been consummatedarising from such fire or casualty. If the estimated cost of repairing such damage to the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars is more than FIVE HUNDRED THOUSAND U.S. DOLLARS ($75,000.00) prior to 500,000.00), as determined by such independent adjuster, or if the Closing from fire or other casualtydamage results in the termination of any lease for the Real Property, Purchaser may either Buyer may, at or prior to Closing its sole option: (ax) terminate this AgreementAgreement by notice to Seller on or before the earlier of the Closing or the tenth (10th) day after receipt of such notice described above, in which event the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither no party shall have any further rights or obligations hereunder, other than liability to the Surviving Obligations, party under this Agreement; or (by) consummate proceed to Closing as provided in this Section 12.16. In no event shall the Closing, in which latter event all amount of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at Buyer under this subparagraph (plus the Closing and Purchaser shall receive a credit against amount of the Purchase Price at Closing in an amount equal to deductible) exceed the sum lesser of (i) Seller’s deductible under its insurance policy and the cost of repair or (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price. The parties’ obligations, if any, under this Section 12.16 shall survive the expiration or any termination of this Agreement.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or If any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) time prior to the Closing from fire any portion of the Improvements is destroyed or other casualtydamaged as a result of fire, Purchaser may either at storm or prior accident (hereafter collectible referred to Closing "Casualty"), Seller shall promptly notify Buyer of the same. The rights and obligations of the parties by reason of such destruction or damage shall be as follows: (a) terminate this Agreement, in which event If the Xxxxxxx Money Cost of Repair and Restoration (as hereinafter defined) of such destruction or damage shall be refunded to PurchaserOne Million and 00/100 Dollars ($1,000,000.00) (the "Repair Threshold") or less, without the consent obligations of the parties under this Agreement shall not be affected by such destruction or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerdamage, and neither party Buyer shall have accept title to the Property in its destroyed or damaged condition. Buyer shall pay the Purchase Price without reduction, and Seller shall pay over or assign to Buyer without recourse all rights to any further rights proceeds of insurance payable with respect to such destruction or obligations hereunder, other than damage (less any collection costs incurred by Seller in connection therewith and any costs and expenses incurred by Seller to restore the Surviving Obligations, or (bProperty) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to including the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating applicable to the period from after Closing along with written confirmation that the Casualty is covered by Seller's insurance, if any, and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser Buyer shall receive a credit against the Purchase Price at Closing in an the amount equal of any deductible, if any. (b) If the Cost of Repair and Restoration of such destruction or damage shall exceed the Repair Threshold, Buyer shall have the right to terminate this Agreement by written notice from Buyer to Seller given on or before the sum date that is the earlier to occur of (i) Seller’s deductible under its insurance policy and ten (10) days after the date of the Cost Notice (as hereinafter defined) or (ii) the amount of any uninsured or underinsured lossClosing. If In the event Buyer does not terminate this Agreement, Buyer shall accept title to the Property suffers any damage less than Seventy Five Thousand in its destroyed or damaged condition in accordance with and no/100 Dollars ($75,000.00) prior subject to the Closingprovisions of subsection (a). In the event Buyer so terminates this Agreement, Purchaser will consummate (x) the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating Deposit shall be released to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (iiy) except as expressly provided for in this Agreement, neither Seller nor Buyer shall have any further liability or obligation to the other under this Agreement. In the event the extent of such destruction or damage results in Buyer being unable to obtain conventional financing for the purchase of the Property and the Buyer elect not to terminate the Agreement, the Closing shall be extended to provide Buyer the opportunity to obtain conventional financing, which shall include the negotiation of post-Closing repairs, provided that such Closing extension shall not be extended beyond January 31, 2024. In the event the Buyer continues to be unable to obtain conventional financing for the purchase of the Property after January 31, 2024, Buyer may elect to terminate this Agreement with the Deposit returned to Buyer and except as expressly provided for in this Agreement, neither Seller nor Buyer shall have any further liability or obligation to the other under this Agreement. (c) The term "Cost of Repair and Restoration" shall mean the amount of any uninsured or underinsured loss, Seller's good faith estimate of the actual cost of repair and there restoration. Seller shall be no other reduction in send Buyer notice of the Purchase PriceCost of Repair and Restoration (the "Cost Notice") promptly after making the aforesaid estimate.

Casualty. Seller assumes all risks and liability for In the event that damage to or injury occurring to destruction of the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing from part thereof caused by fire or other casualtycasualty exceeds fifteen percent (15%) of the Purchase Price (a “Material Portion”) to repair or replace, Purchaser may either shall elect in writing to be exercised ten (10) days after receipt of notice of such destruction or damage, at or prior to Closing (a) its option, one of the following: A. To terminate this Agreement, in which event Seller shall retain the Xxxxxxx Money Earned Payments and shall return the Closing Deposits (if any) and each party shall be refunded released from all obligations hereunder (except those which are herein specifically stated to Purchasersurvive the Closing or termination); or B. To proceed with Closing in accordance with the terms of this Agreement (and subject to any rights Seller may have to terminate the Agreement prior to Closing) and Seller shall assign all insurance proceeds, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Sellerinsurance policies, and neither party shall have any further rights or obligations hereunder, other than the Surviving Obligations, or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned claims to Purchaser at Closing, with any cost of assignment split equally between Purchaser and Seller. Seller represents to Purchaser that it will during the pendency of this Agreement maintain valid property insurance in place against loss or damage to the structure of the buildings constituting Improvements by such perils as are included in a standard “all risk” or “special form” property owner insurance policy. If Purchaser does not timely notify Seller in writing of its election to terminate this Agreement, Purchaser shall be deemed to have elected not to terminate this Agreement. If less than a Material Portion of the Property is 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 parties shall proceed to the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of (i) Seller’s deductible under its insurance policy and (ii) the amount of any uninsured or underinsured loss. If the Property suffers any damage less than Seventy Five Thousand and no/100 Dollars ($75,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of (i) Seller’s deductible under its insurance policy, and (ii) the amount of any uninsured or underinsured loss, and there shall be no other without reduction in the Purchase PricePrice and with the Property in “as-is” condition. Seller shall have no obligation to 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 part thereof caused by fire or other casualty, regardless of the amount of damage, Seller shall assign all insurance proceeds, insurance policies, and claims to Purchaser at Closing, with any cost of assignment split equally between Purchaser and Seller.

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