Common use of Damage or Destruction Clause in Contracts

Damage or Destruction. In the event that the Property should be damaged or destroyed by fire or any other casualty prior to the Closing Date, then Seller shall promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closing.

Damage or Destruction. In the event that the Property should be damaged or destroyed by fire or any other casualty prior to the Closing Date, then Seller shall promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two One Hundred Thousand Dollars ($200,000100,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at ClosingClosing (subject to the terms of the Existing Loan Documents), (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two One Hundred Thousand Dollars ($200,000100,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entiretyAgreement, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, other or (ii) proceed as scheduled and (xi) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at ClosingClosing (subject to the terms of the Existing Loan Documents), (yii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (ziii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, of any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closing.

Damage or Destruction. In (a) After the event that Effective Time, if the buildings, improvements, equipment, fixtures and personal property constituting part of the Leased Property should be are damaged or destroyed by fire or other casualty, the Term of this Lease shall not be reduced or affected in any other casualty prior to way, this Lease shall nevertheless continue in full force and effect, and Lessee at its sole cost and expense (but with the Closing Date, then Seller use of available insurance proceeds as provided in Section 15.3) shall promptly provide Buyer with written notice and diligently replace, rebuild, repair and restore the damaged or destroyed buildings, improvements, equipment, fixtures and personal property to substantially the same condition and to their productive capacity existing at the Effective Time (such replacement, rebuilding, repair and restoration being referred to in this Article as the "Work"). All insurance money paid on account of such casualty. If damage or destruction under insurance policies provided for in Article 14 (less any reasonable costs and expenses incurred in collecting same) shall be available for the payment of the cost of repairing the Work as provided in Section 15.3. Under no circumstances shall Lessor be obligated to make any payment, disbursement, contribution or reimbursement towards the cost of the Work. Upon completion of the Work, any insurance money paid on account of such damage, as estimated by an architect damage or contractor retained pursuant destruction under insurance policies provided for in Article 14 and not applied to the mutual agreement payment of the Parties (cost of the “Cost of Repairs”)Work shall be retained by Lessee as Lessee's sole property, is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled Lessor hereby expressly assigning to Lessee any and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest of Lessee now or hereafter arising in and or to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or any such proceeds. (b) greater than Two Hundred Thousand Dollars ($200,000)In no event shall Lessee be entitled to any abatement, then Buyer may in its discretion either (i) elect to terminate allowance, reduction or suspension of Rent or other payments under this Agreement in its entirety, in which case Lease because all or any part of the Deposit Leased Property shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation untenantable owing to the otherpartial or total damage or destruction of the Leased Property; and notwithstanding anything herein to the contrary, no such damage or (ii) proceed as scheduled destruction shall affect in any way the obligation of Lessee to pay the Rent and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, other payments herein reserved or required to be paid over to Buyer (by Lessee or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies release Lessee of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly or from any obligations imposed upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate Lessee under this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closing.

Damage or Destruction. In the event that If a "material" part (as hereinafter defined) of either the Property should be or the Buildings is damaged or destroyed by fire or any other casualty prior to casualty, the Closing Date, then Seller shall promptly provide Buyer with written notice notify the Purchaser of such casualty. If fact and the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer Purchaser shall have the option to terminate this Agreement without regard upon notice to the Cost Seller given not later than ten (10) days after receipt of Repairsthe Seller's notice; provided, however, that the Purchaser's election shall be ineffective if within ten (10) days after the Seller's receipt of the Purchaser's election notice, the Seller shall elect by notice to the Purchaser to repair such damage or destruction and shall thereafter complete such repair within ninety (90) days after the then scheduled Closing Date at the time of the Purchaser's election. Any notice required If the Seller makes such election to repair, the Seller shall have the right to adjourn the Closing Date one or more times for up to ninety (90) days in the aggregate in order to complete such repairs and shall have the right to retain all insurance proceeds which the Seller may be entitled to receive as a result of such damage or destruction. If (i) the Purchaser does not elect to terminate this Agreement pursuant as to the damaged Property or Buildings, (ii) the Purchaser elects to terminate this Section Agreement as to the damaged Property or damaged Buildings but such election is ineffective because the Seller elects to repair such damage and completes such repair within such ninety (90) day period provided above, or (iii) there is damage to or destruction of an "immaterial" part ("immaterial" is herein deemed to be any damage or destruction which is not "material", as such term is hereinafter defined) of the Property or the Buildings, the Purchaser shall close title as provided in this Agreement and, at the Closing, the Seller shall, unless the Seller has repaired such damage or destruction prior to the Closing, (x) pay over to the Purchaser the proceeds of any insurance collected by the Seller, plus an amount equal to any deductible attributable to such insurance policy, less the amount of all costs incurred by the Seller in connection with the repair of such damage or destruction, and (y) assign and transfer to the Purchaser all right, title and interest of the Seller in and to any uncollected insurance proceeds which the Seller may be entitled to receive from such damage or destruction. A "material" part of the Property or the Buildings shall be delivered no later than thirty deemed to have been damaged or destroyed if the cost of repair or replacement shall be five percent (305%) days following Buyer’s receipt or more of Seller’s notice of the Purchase Price, or if such damage or destruction is not an insured casualty. The provisions of this Section 10 shall survive the Closing.

Damage or Destruction. In the event that the Property should be damaged or destroyed by fire or any other casualty prior to the Closing Date, then Seller shall promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) Before the Closing, risk of loss with regard to the Property shall be borne by Seller. If, before the Closing, the Improvements or the Personal Property are destroyed or materially damaged, Buyer's rights and obligations with respect to the Property shall be as follows: (i) if with respect to any Shopping Center the destruction or damage involves a diminution in value equal to or less than One Hundred Thousand and No/100ths Dollars ($100,000.00) or with respect to the Property a diminution in value equal to or less than Two Hundred Thousand and No/100ths Dollars ($200,000100,000.00) (each, a "DIMINUTION THRESHOLD"), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned obligated to Buyer without any further action required from either Partyproceed to close the transaction (subject to satisfaction of the other provisions hereof) and, if, but only if, Escrow actually closes, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives receive a credit against the Purchase Price equal to the Cost lesser of Repairs. The foregoing notwithstanding, (A) the cost to repair the damage or destruction and (B) the amount of the deductible under Seller's casualty insurance policy; or (ii) if the destruction or damage involves a diminution in value of more than the event any casualty results in the cancellation of, or rental abatement under, any LeaseDiminution Threshold, Buyer shall have the option (which must be exercised by Buyer within fifteen (15) calendar days after Buyer's receipt of written notice from Seller advising of such destruction or damage), to terminate this Agreement without regard as to that portion of the Property attributable to the Cost affected Shopping Center and proceed with the Closing as to the remainder of Repairs. Any notice required the Property, or to terminate this Agreement pursuant as to this Section all of the Property. If Buyer elects to proceed with Closing, Buyer shall receive a credit against the Purchase Price equal to the lesser of (A) the cost to repair the damage or destruction and (B) the amount of the deductible under Seller's casualty insurance policy. (b) If Buyer and Seller cannot agree as to the diminution in value, then such diminution in value shall be delivered determined by subtracting from the Purchase Price the fair market value of the Property after the damage, as determined by an M.A.I. appraiser appointed by two (2) other M.A.I. appraisers nominated one (1) each by Seller and Buyer. The expense of the appraiser shall be borne equally by Buyer and Seller. (c) If Buyer is obligated or elects to proceed to close the transaction under either subsection (a)(i) or (a)(ii) above, all casualty insurance proceeds from Seller's casualty insurance policy shall be assigned by Seller to Buyer at the Closing and forwarded to Buyer immediately upon receipt thereof by Seller. (d) If Buyer elects to terminate this Agreement under subsection (a)(ii) above, this Agreement shall become null and void and of no later further force or effect as to all unperformed rights and obligations of the parties and, except as provided in Sections 5.3, 5.5, 15.2(b) and 15.10 hereof, neither Buyer nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason thereof, other than thirty (30) days following Buyer’s receipt those rights and obligations that, by their terms, survive termination of Seller’s notice this Agreement. In the event of such casualtytermination, the costs of the Title Company and Escrow Holder shall be borne equally by Buyer and Seller. The provisions of this Section 10 Also, each party shall survive the Closingbear its own costs incurred hereunder.

Damage or Destruction. In the event that the Property should be damaged or destroyed by fire or any other casualty prior to the Closing Date, then Seller shall promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two One Hundred Thousand Dollars ($200,000100,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two One Hundred Thousand Dollars ($200,000100,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entiretyAgreement, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, other or (ii) proceed as scheduled and (xi) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (yii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (ziii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, of any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closing.

Damage or Destruction. In If any of the event that the Property should be Improvements are damaged or destroyed by fire or any other casualty prior to Closing and no Tenant(s) of all or a portion of the Closing DateProperty is obligated by the terms of the Lease(s) to repair such damage or destruction, then then, by delivering written notice to Seller shall promptly provide Buyer with within three (3) days after Buyer’s receipt of written notice of such casualty. If the cost of repairing such damage, as estimated by an architect damage or contractor retained pursuant to the mutual agreement destruction and Seller’s reasonable estimate of the Parties (the “Cost costs of Repairs”)repair, is Buyer may elect to either (a) less than Two Hundred Thousand Dollars terminate this Agreement, or ($200,000)b) elect to continue this Agreement in full force and effect, then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) in which case Seller shall assign to Buyer at Closing any and all right, title proceeds and/or claims under any applicable insurance coverage and interest in afford Buyer a credit at Closing for any applicable insurance deductible (but only if and to all claims the extent such deductible is not any Tenant’s responsibility under any Lease), and proceeds Seller may have with respect to all policies of insurance relating Buyer shall take title to the Property at Closingsubject to such damage and destruction; provided, and (iii) Seller shall pay over however, that in the event the cost to Buyer all insurance proceeds collected after the Closing repair any such damage or destruction is reasonably estimated by Seller promptly upon receipt thereof; or (b) greater to be less than Two Hundred Thousand Million Dollars ($200,0002,000,000), then Buyer may in its discretion either (i) elect shall have no right to terminate this Agreement in its entiretyAgreement, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer at Closing any and all right, title proceeds and/or claims under any applicable insurance coverage and interest in afford Buyer a credit at Closing for the uninsured portion of any such claim and any applicable insurance deductible (but only if and to all claims the extent such deductible is not any Tenant’s responsibility under any Lease), and proceeds Seller may have with respect to all policies of insurance relating Buyer shall take title to the Property at Closingsubject to such damage and destruction. If Buyer fails to deliver written notice to Seller of Buyer’s election within the time period specified in this Paragraph 13, Buyer shall be deemed to have elected alternative (b) above. If Buyer properly delivers written notice to Seller within the time period specified in this Paragraph 13 electing alternative (a) above, and provided Buyer is not in breach or default under this Agreement, the Escrow shall be canceled, all parties hereto shall be released from further performance of this Agreement (z) Seller with the exception of those provisions or paragraphs which survive termination of this Agreement by their terms), and Escrow Holder shall pay over return to Buyer all insurance proceeds collected after or any portion of the Closing by Seller promptly upon receipt thereof. In Deposit deposited with Escrow Holder (except for the event that portion constituting the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal Independent Consideration) and shall return to the Cost of Repairs. The foregoing notwithstanding, in the event each party any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of and all documents which such casualty. The provisions of this Section 10 shall survive the Closingparty had deposited with it.

Damage or Destruction. (a) In the event that of damage or destruction of the Property should be damaged or destroyed by fire or any other casualty portion of the Property prior to the Closing Date, then Seller shall promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by Date in an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than amount not exceeding Two Hundred Thousand Dollars ($200,000200,000.00), then the Closing shall proceed as scheduled Buyer and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against consummate this Agreement without change in the Purchase Price) at Closing, (ii) in which event Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have of Seller’s rights under any insurance policy covering the damage or destruction of the Property; provided that such insurance coverage shall only take effect with respect to all policies the Improvements if one of insurance relating to the Property at Parties (or any tenant of Buyer) will reoccupy the damaged portion of the Improvements after the Closing, and further provided that if neither Party (iiior any tenant of Buyer) Seller shall pay over to Buyer all insurance proceeds collected will reoccupy the damaged portion of the Improvements after the Closing by Seller promptly upon receipt thereof; or Closing, then Buyer shall only be entitled to insurance coverage on a demolition basis with respect to such Improvements. (b) greater than In the event of damage or destruction of the Property or any portion of the Property prior to the Closing Date in an amount in excess of Two Hundred Thousand Dollars ($200,000200,000.00), then Buyer may in its discretion elect either (i) elect to terminate this Agreement in its entiretyupon written notice to Seller and Escrow Holder or to consummate this Agreement, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) event Seller shall assign to Buyer all rightof Seller’s rights under any insurance policy covering the damage or destruction, title but without the indemnity and interest guarantee provided in and subsection (a) above. If Buyer terminates pursuant to all claims and proceeds Seller may this Section, (i) neither Party shall have with respect to all policies of insurance relating any rights or responsibilities to the Property at Closingother, (ii) the Deposit shall be promptly returned to Buyer, (iii) any Escrow Cancellation Charges connected with this termination shall be shared one-half (½) by Buyer and one-half (½) by Seller, and (ziv) Seller Escrow Holder shall pay over to Buyer immediately return all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsureddocuments, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal instruments and money to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the ClosingParty that deposited same.

Damage or Destruction. In the event that the If a "material" part (as hereinafter defined) of any Property should be is damaged or destroyed by fire or any other casualty prior to casualty, the Closing Date, then Seller Sellers shall promptly provide Buyer with written notice notify the Purchaser of such casualty. If fact and the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer Purchaser shall have the option to terminate this Agreement without regard upon notice to the Cost Sellers given not later than ten (10) days after receipt of Repairsthe Sellers' notice; provided, however, that the Purchaser's election shall be ineffective if within ten (10) days after the Sellers' receipt of the Purchaser's election notice, the Sellers shall elect by notice to the Purchaser to repair such damage or destruction and shall thereafter complete such repair within 90 days after the then scheduled Closing Date at the time of the Purchaser's election. Any notice required If the Sellers make such election to repair, the Sellers shall have the right to adjourn the Closing Date one or more times for up to 90 days in the aggregate in order to complete such repairs and shall have the right to retain all insurance proceeds which the Sellers may be entitled to receive as a result of such damage or destruction. Purchaser shall not be obligated to complete Closing unless such repairs shall have been completed within such ninety (90) day period. If (i) the Purchaser does not elect to terminate this Agreement due to the damaged Property, (ii) the Purchaser elects to terminate this Agreement due to the damaged Property but such election is ineffective because the Sellers elect to repair such damage and completes such repair within such 90-day period provided above, or (iii) there is damage to or destruction of an "immaterial" part ("immaterial" is herein deemed to be any damage or destruction which is not "material", as such term is hereinafter defined) of the Property, the Purchaser shall close title as provided in this Agreement and, at the Closing, the Sellers shall, unless the Sellers have repaired such damage or destruction prior to the Closing, (x) pay over to the Purchaser the proceeds of any insurance collected by the Sellers, together with an amount equal to any deductible under the relevant insurance policies, less the amount of all costs incurred by the Sellers in connection with the repair of such damage or destruction, and (y) assign and transfer to the Purchaser all right, title and interest of each of the Sellers in and to any uncollected insurance proceeds which any of the Sellers may be entitled to receive from such damage or destruction. A "material" part of a Property shall be deemed to have been damaged or destroyed if the cost of repair or replacement shall be fifteen percent (15%) or more of the Purchase Price allocable to such Property. Condemnation. If, prior to the Closing Date, all or any "significant" portion (as hereinafter defined) of a Property is taken by eminent domain or condemnation (or is the subject of a pending taking which has not been consummated), the Sellers shall notify the Purchaser of such fact and the Purchaser shall have the option to terminate this Agreement upon notice to the Sellers given not later than ten (10) days after receipt of the Sellers' notice. If the Purchaser does not elect to terminate this Agreement, or if an "insignificant" portion ("insignificant" is herein deemed to be any taking which is not "significant", as such term is herein defined) of a Property is taken by eminent domain or condemnation, at the Closing the Sellers shall assign and turnover, and the Purchaser shall be entitled to receive and keep, all awards or other proceeds for such taking by eminent domain or condemnation. A "significant" portion of a Property means (i) 10% or more of the rentable area of the Building(s) on such Land, (ii) a portion of the parking areas if the taking thereof reduces the remaining available number of parking spaces below the minimum legally required, or (iii) a legally required driveway on such Land. Termination. If the Purchaser effectively terminates this Agreement pursuant to Section 12.1 or 12.2, this Section Agreement shall be delivered no later than thirty (30) days following Buyer’s receipt terminated and the rights of Seller’s the parties shall be the same as if notice of such casualty. The provisions of this termination were given pursuant to Section 10 shall survive the Closing14.1.

Damage or Destruction. In the event that If prior to Closing any material portion of the Property should be is damaged or destroyed by fire or any other casualty prior to the Closing Datecasualty, then Seller shall promptly provide Buyer immediately give notice thereof to Purchaser together with written notice a good faith estimate of the costs of repair or replacement of such casualty. If the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement any material portion of the Parties Property is damaged or destroyed by such casualty or such casualty shall be to any structural elements of the improvements on the Property, Purchaser at its option (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than exercised within thirty (30) days following Buyer’s receipt after Seller's notice) may either (a) terminate this Agreement, in which event the Earnest Money shall be returned to Purchaser and neither party heretx xxxxx have any further rights or obligations hereunder other than those which are expressly provided to survive the termination hereof, or (b) proceed to Closing, in which event Seller agrees to pay to Purchaser at the Closing all insurance proceeds which Seller has received as a result of Seller’s notice the same plus an amount equal to the insurance deductible, if any, and assign to Purchaser all insurance proceeds payable as a result of the same without Seller replacing or repairing such damage. If such casualty shall not be to any material portion of the Property and shall not be to any structural elements of the improvements on the Property, Purchaser shall proceed to Closing, in which event Seller agrees to pay to Purchaser at the Closing all insurance proceeds which Seller has received as a result of the same plus an amount equal to the insurance deductible, if any, and assign to Purchaser all insurance proceeds payable as a result of the same without Seller replacing or repairing such damage. As used in this Section 10, the term "material portion of the Property" shall mean damage to the Property that would cost in excess of Fifty Thousand and no/100s Dollars ($50,000.00) to repair based upon a good faith estimate prepared with respect to such casualty. The provisions of this Section 10 shall survive the Closing.

Damage or Destruction. In If a "material" part (as hereinafter defined) of any Property (or the event that the Property should be Yonkers Property) is damaged or destroyed by fire or other casualty, Seller shall notify Purchaser of such fact and, except as hereinafter provided, Purchaser shall have the option to exclude such Property (or Ground Lease) from the Group A Portfolio upon notice to Seller given not later than ten (10) days after receipt of Seller's notice. In the event a Property (or Ground Lease) is excluded as aforesaid, such excluded Property (or Ground Lease) shall not be subject to the provisions of Section 9 hereof, and (a) the Purchase Price shall be reduced by the allocation for such Property (or Ground Lease) in Section 2.1(b), (b) the portion of the Downpayment allocable to such Property (or Ground Lease) shall be reallocated equally among the remaining portion of the Group A Portfolio, (c) the balance of the Group A Portfolio shall be otherwise unaffected, and (d) Seller shall be free to sell such Excluded Property to any other casualty third party, without any claim by or liability to Purchaser. If (x) Purchaser does not elect to exclude such Property (or Ground Lease), or (y) there is damage to or destruction of an "immaterial" part ("immaterial" is herein deemed to be any damage or destruction which is not "material", as such term is hereinafter defined) of any Property (or the Yonkers Property), Purchaser shall close title as provided in this Agreement and, at the Closing, Seller shall, unless Seller has repaired such damage or destruction prior to the Closing DateClosing, then (A) pay over to Purchaser the proceeds of any insurance collected by Seller shall promptly provide Buyer with written notice of such casualty. If less the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductiblescosts incurred by Seller in connection with the repair of such damage or destruction, to be paid over to Buyer (B) credit Purchaser at Closing with the amount of any deductible under the policy for the applicable Property (or credited against the Purchase PriceYonkers Property), and (C) at Closing, (ii) Seller shall assign and transfer to Buyer Purchaser all right, title and interest of Seller in and to all claims and any uncollected insurance proceeds which Seller may be entitled to receive from such damage or destruction. A "material" part of a Property (or Yonkers Property) shall be deemed to have with respect to all policies been damaged or destroyed if the cost of insurance relating to repair or replacement, as reasonably estimated by Seller, shall exceed the greater of (a) two percent (2%) of the Purchase Price of such Property at Closing, and (iiior Ground Lease) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereofset forth in Section 2.1(b); or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closing250,000.00.

Damage or Destruction. (a) In the event that of any damage to or destruction of any Improvement constituting a part of the Real Property should be damaged or destroyed by due to fire or any other casualty prior casualty, Seller shall promptly give notice thereof to Buyer describing such damage or destruction. (i) If any Improvement is damaged or destroyed on or before the Closing Date, then Seller the provisions of this Section 9.1(b) shall promptly provide apply. (ii) If the estimated cost to repair and/or restore such damage or destruction is more than $100,000.00 or such destruction is an uninsured casualty, then Buyer shall have the right, upon notice to Seller, given within ten (10) days after receipt of Seller’s notice and estimate described in Section 9.1(a) (time being of the essence with written notice respect to the giving of such casualty. If the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”notice), is to either (aA) less than Two Hundred Thousand Dollars terminate this Agreement or ($200,000), then B) close title on the Closing Date and pay the entire Purchase Price, except that Buyer shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, be entitled to be paid over to Buyer (or credited a credit against the Purchase Price) at ClosingPrice for the amount of any insurance proceeds actually received by Seller plus any applicable deductible under the insurance policy on account of such damage; provided, (ii) however, if the insurance proceeds have not been paid to Seller as of the Closing Date, Seller shall then assign to Buyer all of its right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of the insurance relating to the Property at Closingproceeds, and (iii) Seller Buyer shall pay over the entire Purchase Price without deduction or credit, except for a credit of any applicable deductible under the insurance policy. If Buyer fails to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or exercise such termination right within said ten (b10) greater than Two Hundred Thousand Dollars ($200,000)day period, then Buyer may in its discretion either (i) elect shall be deemed to have elected to waive this termination right and shall close title on the Closing Date. If Buyer elects to terminate this Agreement, then this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Partydeemed terminated as of the date on which Seller receives such notice, Buyer and Seller shall each be liable for one-half of return the entire Deposit, plus any escrow fees or charges interest accrued thereon, to Buyer, and neither Party party shall have any further obligation obligations or liabilities under this Agreement except as expressly set forth in this Agreement; Buyer acknowledges and agrees that if Buyer terminates this Agreement pursuant to the otherthis Section 9.1, or (ii) proceed as scheduled and (x) then Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to not be paid over liable to Buyer for any costs, expenses or damages (or credited otherwise) incurred by Buyer in connection with this Agreement. (iii) If the estimated cost to repair and/or restore such damage or destruction is equal to or less than $100,000.00, then this Agreement shall remain in full force and effect, Buyer shall close title on the Closing Date, and Buyer shall pay the entire Purchase Price, except that Buyer shall be entitled to a credit against the Purchase Price) at ClosingPrice for the amount of any insurance proceeds actually received by Seller and any applicable deductible under the insurance policy on account of such damage; provided, (y) however, if the insurance proceeds have not been paid to Seller on the Closing Date, Seller shall then assign to Buyer all of its right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of the insurance relating to the Property at Closingproceeds, and (z) Seller Buyer shall pay over to Buyer all the entire Purchase Price without deduction or credit other than a credit for any applicable deductible under the insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. policy. (iv) In the event that the of damage or destruction due to fire or other casualty is uninsured, as to which Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall either does not have the option right to terminate this Agreement without regard to the Cost of Repairs. Any notice required or elects not to terminate this Agreement Agreement, Seller agrees to work cooperatively with Buyer prior to Closing on a “open book” basis to prepare and file any insurance claims relating to such damage or destruction and to make preparations to commence repair or restoration of the damage or destruction. Seller will, at the request of Buyer, enter into a contract with one or more contractors reasonably acceptable to Seller and Buyer for the repair of such damage and shall commence such work prior to the Closing Date provided that the cost of such work is either funded out of insurance proceeds or is funded by Buyer. The credit due to Buyer pursuant to this Section clause (ii) or (iii) above shall be delivered no later than thirty (30) days following Buyer’s receipt reduced by the amount of Seller’s notice any insurance proceeds expended by Seller to pay for the cost of such casualty. The provisions of this Section 10 shall survive the Closingwork.

Damage or Destruction. In the event that If, prior to Closing, all or any portion of the Property should be is damaged or destroyed by fire fire, earthquake or any other casualty prior to (other than any of the Closing Dateforegoing caused by Purchaser or its agents), then Seller shall promptly provide Buyer with written notice notify Purchaser of such casualty. If the cost of repairing fact and if such damage, damage or destruction is "Material" (as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000defined below), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer Purchaser shall have the option to terminate this Agreement without regard (as to the Cost both Properties only) upon notice to Seller given not later than five (5) business days after receipt of RepairsSeller's written notice. Any notice required If (a) Purchaser does not elect to terminate this Agreement pursuant with respect to a Material casualty within such five (5) business day period, or (b) there is damage to or destruction of a Property that is not Material, then (i) Purchaser shall close escrow as provided in this Section Agreement and at the Closing, Seller shall, unless Seller has repaired such damage or destruction prior to the Closing (which repairs shall be delivered no later than thirty subject to Purchaser's reasonable approval), assign and turn over to Purchaser, and Purchaser shall be entitled to receive and keep, all right, title and interest of Seller in and to any uncollected insurance proceeds (30including rent loss insurance for the period after Closing) days following Buyer’s receipt of Seller’s notice which Seller may be entitled to receive as a result of such casualty. The provisions of this Section 10 damage or destruction, (ii) Purchaser shall survive receive, as a credit against the Purchase Price, an amount equal to the deductible amount, if any, with respect to such insurance proceeds, (unless Seller has repaired such damage or destruction prior to the Closing), (iii) Seller shall deliver to Purchaser at closing all insurance proceeds theretofore received by Seller and not expended toward the repair of the Property, including rent loss insurance for the period after Closing, and (iv) Purchaser shall have the right to participate in the adjustment of any insurance claim which may occur prior to Closing. For purposes hereof, "Material" damage to or destruction of the Property shall mean damage or destruction to all or any portion of the Property that is either uninsured or insured, the cost of repair or replacement related to which exceeds Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00), as applicable, as reasonably estimated by an independent insurance claims adjuster doing business in the county in which the affected Property is located, which claims adjuster shall be reasonably satisfactory to Seller and Purchaser.

Damage or Destruction. In If any of the event that the Property should be Improvements are damaged or destroyed by fire or any other casualty prior to the Closing DateClosing, then Seller shall promptly provide Buyer with by delivery of written notice of election within five (5) business days after receipt of written notice of such casualty. If the cost of repairing such damagedamage or destruction from Seller, as estimated by an architect or contractor retained pursuant Buyer may elect to the mutual agreement of the Parties (the “Cost of Repairs”), is either (a) less than Two Hundred Thousand Dollars terminate this Agreement as to all Properties, or ($200,000), then the Closing shall proceed as scheduled b) elect to continue this Agreement in full force and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) effect in which case Seller shall assign to Buyer at Closing any and all right, title and interest in and to all proceeds and/or claims and proceeds Seller may have with respect to all policies of under any applicable insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Partycoverage, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives receive a credit against on the Purchase Price equal to the Cost amount of Repairs. The foregoing notwithstandingany deductible under any such insurance coverage, and Buyer shall take title to the Properties subject to such damage and destruction; provided, however, that in the event the cost to repair any casualty results such damage or destruction is reasonably estimated by Seller to be less than Five Hundred Thousand Dollars ($500,000) individually or in the cancellation ofaggregate for all Properties, or rental abatement underthen Buyer shall have no right to terminate this Agreement, Seller shall assign to Buyer at Closing any Leaseand all proceeds and/or claims under any applicable insurance coverage, Buyer shall receive a credit on the Purchase Price equal to the amount of any deductible under any such insurance coverage, and Buyer shall take title to the Properties subject to such damage and destruction. If Buyer fails to deliver written notice to Seller and Escrow Holder of Buyer's election within the time period specified in this Paragraph, Buyer shall be deemed to have elected alternative (a) above. If Buyer properly delivers written notice to Seller and Escrow Holder within the option to terminate time period specified in this Paragraph electing alternative (a) above, the Escrow shall be canceled, this Agreement without regard shall be terminated and become null and void as to the Cost all Properties, all parties hereto shall be released from further performance of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt with the exception of Seller’s notice of such casualty. The those provisions or Paragraphs which recite that they survive termination of this Section 10 Agreement), and Escrow Holder shall survive return to Buyer the ClosingDeposit deposited with Escrow Holder and any and all interest thereon and shall return to each party any and all documents which such party had deposited with it.

Damage or Destruction. In the event that If a "material" part (as hereinafter defined) of the Property should be is damaged or destroyed by fire or any other casualty prior to casualty, the Closing Date, then Seller shall promptly provide Buyer with written notice notify the Purchaser of such casualty. If fact and the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer Purchaser shall have the option to terminate this Agreement without regard upon notice to the Cost Seller given not later than ten (10) days after receipt of Repairsthe Seller's notice. Any notice required If an "immaterial" part (as hereinafter defined) of the Property is damaged or destroyed by fire or other casualty, the Seller shall notify the Purchaser of such fact and the Purchaser shall have the option to terminate this Agreement upon notice to the Seller given not later than ten (10) days after receipt of the Seller's notice provided, however, that the Purchaser's election shall be ineffective if within ten (10) days after the Seller's receipt of the Purchaser's election notice, the Seller shall elect by notice to the Purchaser to repair such damage or destruction and shall thereafter complete such repair within ninety (90) days after the then scheduled Closing Date at the time of the Purchaser's election. If the Seller makes such election to repair, the Seller shall have the right to adjourn the Closing Date one or more times for up to ninety (90) days in the aggregate in order to complete such repairs and shall have the right to retain all insurance proceeds which the Seller may be entitled to receive as a result of such damage or destruction. If (i) the Purchaser does not elect to terminate this Agreement as to the damaged Property, or (ii) the Purchaser elects to terminate this Agreement as to the damaged Property but such election is ineffective because the damaged part of the Property is immaterial and the Seller elects to repair such damage and completes such repair within such 90-day period provided above the Purchaser shall close title as provided in this Agreement and, at the Closing, the Seller shall, unless the Seller has repaired such damage or destruction prior to the Closing, (x) pay over to the Purchaser the proceeds of any insurance collected by the Seller less the amount of all costs incurred by the Seller in connection with the repair of such damage or destruction, (y) assign and transfer to the Purchaser all right, title and interest of the Seller in and to any uncollected insurance proceeds which the Seller may be entitled to receive from such damage or destruction and (z) give the Purchaser a credit against the Purchase Price for the amount of any deductible not paid by the Seller in connection with such insurance. A "material" part of the Property shall be deemed to have been damaged or destroyed if (i) the cost of repair or replacement shall be equal to or greater than Two Million Dollars or (ii) if the insurance available to make any repairs is insufficient to pay for such repairs. An "immaterial" part is any part which is not material. Condemnation. If, prior to the Closing Date, all or any "significant" portion (as hereinafter defined) of the Property is taken by eminent domain or condemnation (or is the subject of a pending taking which has not been consummated), the Seller shall notify the Purchaser of such fact and the Purchaser shall have the option to terminate this Agreement upon notice to the Seller given not later than ten (10) days after receipt of the Seller's notice. If the Purchaser does not elect to terminate this Agreement, or if an "insignificant" portion ("insignificant" is herein deemed to be any taking which is not "significant", as such term is herein defined) of the Property is taken by eminent domain or condemnation, at the Closing the Seller shall assign and turnover, and the Purchaser shall be entitled to receive and keep, all awards or other proceeds for such taking by eminent domain or condemnation. A "significant" portion of the Property means (i) ten percent (10%) or more of the Property, (ii) any portion of either of the two main buildings on the Land, (iii) a portion of the parking areas if the taking thereof reduces the remaining available number of parking spaces below the minimum legally required, or (iv) a legally required driveway on the Land if such driveway is the predominant means of ingress thereto or egress therefrom. Termination. If the Purchaser effectively terminates this Agreement pursuant to Section 12.1 or 12.2, this Agreement shall be terminated and the rights of the parties shall be the same as if notice of termination were given pursuant to Section 14.1. Conditions Precedent to Closing. Conditions Precedent to the Purchaser's Obligations to Perform. The Purchaser's obligation under this Agreement to purchase the Property is subject to the fulfillment of each of the following conditions: (i) the representations and warranties of the Seller contained herein shall be materially true, accurate and correct as of the Closing Date except to the extent they relate only to an earlier date; (ii) the Seller shall be ready, willing and able to deliver title to the Property in accordance with the terms and conditions of this Agreement; (iii) any conditions precedent to the Purchaser's obligation to purchase the Property which is validly listed in the Purchaser's Termination Notice as being unsatisfied has been satisfied; and (iv) the Seller shall have delivered all the documents and other items required pursuant to Section 8, and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement to be performed or complied with by the Seller at or prior to the Closing. Conditions Precedent to the Seller's Obligations to Perform. The Seller's obligation under this Agreement to sell the Property to the Purchaser is subject to the fulfillment of each of the following conditions: (i) the representations and warranties of the Purchaser contained herein shall be materially true, accurate and correct as of the Closing Date; (ii) the Purchaser shall have delivered the funds required hereunder and all the documents to be executed by the Purchaser set forth in Section 9 and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement to be performed or complied with by the Purchaser at or prior to the Closing; (iii) all consents and approvals of governmental authorities and parties to agreements to which the Purchaser is a party or by which the Purchaser's assets are bound that are required with respect to the consummation of the transactions contemplated by this Agreement shall have been obtained and copies thereof shall have been delivered to the Seller at or prior to the Closing; and (iv) the additional matters set forth in Schedule 11 annexed hereto and made a part hereof shall have occurred or been delivered to the Seller, as applicable, at or prior to the Closing. Remedies Upon Failure to Satisfy Conditions. In the event that any condition contained in Sections 13.1 or 13.2 is not satisfied, the party entitled to the satisfaction of such condition as a condition to its obligation to close title shall have as its sole remedy hereunder the right to elect to (i) waive such unsatisfied condition whereupon title shall close as provided in this Agreement or (ii) proceed as provided in Section 14 hereof. Remedies. Seller's Inability to Perform. If the Closing fails to occur by reason of the Seller's inability to perform its obligations under this Agreement which has not been waived pursuant to Section 13.3, then the Purchaser, as its sole remedy for such inability of the Seller, may terminate this Agreement by notice to the Seller. If the Purchaser elects to terminate this Agreement, then this Agreement shall be terminated and neither party shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly provided herein (collectively, the "Surviving Obligations"), and except that the Purchaser shall be entitled to a return of the Deposit. Except as set forth in this Section 14.1, the Purchaser hereby expressly waives, relinquishes and releases any other right or remedy available to it at law, in equity or otherwise by reason of the Seller's inability to perform its obligations hereunder. Notwithstanding anything to the contrary herein, if the Seller's inability to perform its obligations under this Agreement is a result of any action of, or failure to act by, the Purchaser or any of the Purchaser's Representatives, the Purchaser shall not be relieved of its obligations under this Agreement and Purchaser shall not be entitled to any right or remedy provided in this Section 14.1 or elsewhere in this Agreement. Purchaser's Failure to Perform. In the event of a default hereunder by the Purchaser or if the Closing fails to occur by reason of the Purchaser's failure or refusal to perform its obligations hereunder, then the Seller's sole and exclusive remedy shall be delivered no later than thirty to terminate this Agreement by notice to the Purchaser, in which case the Seller may retain the Deposit as liquidated damages for all loss, damage and expenses suffered by the Seller, it being agreed that the Seller's damages are impossible to ascertain, and neither party shall have any further rights, obligations or liabilities hereunder, except for the Surviving Obligations. Nothing contained herein shall limit or restrict the Seller's ability to pursue any rights or remedies it may have against the Purchaser with respect to the Surviving Obligations. Except as set forth in this Section 14.2 and the Surviving Obligations, the Seller hereby expressly waives, relinquishes and releases any other right or remedy available to them at law, in equity or otherwise by reason of the Purchaser's default hereunder or the Purchaser's failure or refusal to perform its obligations hereunder. Notwithstanding anything to the contrary herein, if the Purchaser's default or the Purchaser's failure or refusal to perform its obligations under this Agreement is a result of any action of, or failure to act by, the Seller or any of the Seller's Affiliates, the Seller shall not be relieved of its obligations under this Agreement and the Seller shall not be entitled to any right or remedy provided in this Section 14.2 or elsewhere in this Agreement. Seller's Failure to Perform. If the Closing fails to occur by reason of the Seller's failure or refusal to perform its obligations hereunder which has not been waived by the Purchaser, then the Purchaser, as its sole remedy hereunder, may (30i) terminate this Agreement by notice to the Seller or (ii) seek specific performance from the Seller. As a condition precedent to the Purchaser exercising any right it may have to bring an action for specific performance as the result of the Seller's failure or refusal to perform their obligations hereunder, the Purchaser must commence such an action within ninety (90) days following Buyer’s receipt of Seller’s notice after the occurrence of such casualtydefault. The Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence such an action. Notwithstanding anything to the contrary herein, if the Seller's failure or refusal to perform its obligations under this Agreement is a result of any action of, or failure to act by, the Purchaser or any of the Purchaser's Representatives, the Purchaser shall not be relieved of its obligations under this Agreement and Purchaser shall not be entitled to any right or remedy provided in this Section 14.3 or elsewhere in this Agreement. Escrow. The Escrow Agent shall hold the Downpayment and all interest accrued thereon, if any (collectively, the "Deposit") in escrow and shall dispose of the Deposit only in accordance with the provisions of that certain Escrow Agreement of even date herewith by and among the Escrow Agent, the Purchaser and the Seller relating to the Property (the "Escrow Agreement") in the form of Exhibit I hereto. Simultaneously with their execution and delivery of this Agreement, the Purchaser and the Seller shall furnish the Escrow Agent with their true Federal Taxpayer Identification Numbers so that the Escrow Agent may file appropriate income tax information returns with respect to any interest earned on or credited to the Deposit. The party entitled to the economic benefit of the Deposit representing interest earned on the Downpayment shall be the party responsible for the payment of any tax due thereon. The provisions of this Section 10 the Escrow Agreement shall survive the termination of this Agreement and the Closing.

Damage or Destruction. In (a) Buyer shall be bound to purchase each of the Properties as required by the terms of this Agreement without regard to the occurrence or effect of any damage to or destruction of any of the Properties or condemnation of any Property by right of eminent domain, provided that the occurrence of any damage or destruction involves repair costs of less than the greater of $500,000 or five percent (5%) of the Property's Allocated Purchase Price, and any condemnation does not affect the use and value of the affected Property in other than a minor or immaterial manner. If Buyer is so bound to purchase a Property notwithstanding the occurrence of damage, destruction or condemnation, then upon the Closing: (i) in the event that of damage covered by insurance or an immaterial condemnation, Buyer shall receive a credit against the Allocated Purchase Price for such Property should be damaged in the amount (net of collection costs and costs of repair reasonably incurred by Sellers and not then reimbursed) of any insurance proceeds or destroyed condemnation award collected and retained by fire Sellers as a result of any such damage or any other casualty destruction or condemnation plus (in the case of damage) the amount of the deductible portion of Sellers' insurance policy, and Seller shall assign to Buyer all rights to such net insurance proceeds or condemnation awards as shall not have been collected prior to the close of escrow; and (ii) in the event of damage not covered by insurance, Buyer shall receive a credit (not to exceed the greater of $500,000 or five percent (5%) of the Property's Allocated Purchase Price for each affected Property) in the amount of the estimated cost to repair the damage. (b) If, prior to the Closing Date, any Property suffers damage or destruction that involves repair costs in excess of the greater of $500,000 or five percent (5%) of the Property's Allocated Purchase Price or condemnation which affects the use and value of the Property in other than a minor and immaterial manner, then Seller shall promptly provide Buyer with may elect to exclude such Property from the Properties being transferred by giving written notice of such casualty. If election to the cost other party promptly following the event of repairing such damage, as estimated by destruction or condemnation and such event shall constitute an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereofIntervening Matter. In the event that of the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost exclusion of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement Property pursuant to this Section 7.1(b), the parties shall be delivered no later than thirty (30) days following Buyer’s receipt -------------- bound to consummate the purchase and sale of Seller’s notice the balance of such casualty. The provisions the Properties in accordance with this Agreement and the Purchase Price shall be reduced by an amount equal to the Allocated Purchase Price of this Section 10 shall survive the ClosingProperty so excluded.

Damage or Destruction. In the event that the Property should be damaged or destroyed by fire or any other casualty prior to the Closing Date, then Seller shall promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000)250,000, then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000)250,000, then Buyer may in its discretion either (i) elect to terminate this Agreement in its entiretyAgreement, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the otherother except for any obligations which expressly survive termination of this Agreement, or (ii) proceed as scheduled and (xi) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (yii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (ziii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closing.

Damage or Destruction. (a) Until the Closing, the Purchased Assets shall remain at the risk of the Sellers. In the event that the Property should be damaged of any material damage to or destroyed by fire destruction of any Mill or any other casualty Purchased Asset (other than normal wear and tear) prior to the Closing Date(in any such case, then Seller a “Loss”), Sellers shall promptly provide Buyer with written give notice thereof to the Purchaser and the Purchaser shall have the option, exercisable by notice to the Sellers given within five (5) Business Days after the Sellers’ notice of such casualty. If Loss: (i) To reduce the cost of repairing such damage, as estimated Purchase Price by an architect amount equal to (A) the estimated cost to repair or contractor retained pursuant to restore the mutual agreement of the Parties Purchased Assets affected by such Loss (the “Cost Affected Assets”) to substantially their condition immediately prior to the occurrence of Repairs”)such Loss or (B) if the Affected Assets are destroyed or damaged beyond repair, is the replacement cost of the Affected Assets and, in either case, to complete this transaction as provided in this Agreement, in which event all insurance proceeds or other compensation payable on account of such Loss shall be retained by Sellers, or (aii) less than Two Hundred Thousand Dollars ($200,000)To reduce the Purchase Price by an amount equal to the deductible amount under any policies of insurance covering such Loss, then in which event all proceeds of insurance or other compensation for such Loss shall be payable to the Closing Purchaser, all right and claim of Seller in and to any such amounts shall proceed as scheduled be assigned and (iif previously received by Seller) Seller paid to the Purchaser at the Closing, and the Purchaser shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against complete this transaction as provided in this Agreement without any additional reduction in the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and or (iii) Seller shall pay over to Buyer all insurance proceeds collected after If such Loss results in a failure of the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000condition set forth in Section 7.02(a), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entiretyaccordance with Section 8.01. (b) If Seller gives notice of a Loss pursuant to Section 5.07(a) within five (5) Business Days prior to the scheduled Closing Date, in which case the Deposit Closing shall be returned to Buyer without any further action required from either Party, Buyer postponed until the date which is five (5) Business Days after the later of (i) the date on which such notice is given by Seller and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceedsif applicable, plus the cash amount of all associated deductibles, date on which any reduction to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement is determined by an insurance adjuster pursuant to this Section 5.07(c). (c) If Purchaser elects to reduce the Purchase Price pursuant to Section 5.07(a)(i), the Sellers and the Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If they are unable to reach agreement within five (5) Business Days after notice of the Loss is given by Sellers, then the amount of the reduction shall be delivered no later than thirty determined by an independent, qualified insurance adjuster selected by the parties (30) days following Buyer’s receipt of Seller’s notice of or, if they are unable to agree on such casualty. The provisions of this Section 10 shall survive selection, one appointed by the ClosingBankruptcy Court upon application by either party).

Damage or Destruction. In the event that the Property should be damaged or destroyed by fire or any other casualty prior All risk of loss with respect to the Properties shall remain with Seller until the Closing Dateand delivery of the Deeds vesting title in Buyer, then when full risk of loss with respect to the Properties shall pass to Buyer. Seller shall promptly provide give Buyer with written notice of any damage to any Property, describing such casualty. If damage, whether such damage is covered by insurance and the estimated cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), . If such damage is (a) less than Two Hundred Thousand Dollars ($200,000)not material, then the parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs prior to the Closing out of any insurance proceeds received by Seller for the damage, and shall transfer and assign any remaining insurance proceeds or rights thereto to Buyer at the Closing. If such damage is material, Buyer may elect (in its sole discretion) by notice to Seller given within ten (10) days after Buyer is notified of such damage (and the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceedsbe extended, plus the cash amount of all associated deductiblesif necessary, to be paid over give Buyer such ten (10) day period to Buyer (respond to such notice) to proceed in the same manner as in the case of damage that is not material or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entiretywith respect to the damaged Property, in which case event Buyer shall close the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have transaction with respect to all policies of insurance relating to the Property at Closingunaffected Properties, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal shall be reduced by the amount of the Individual Purchase Price for the damaged Property. Damage as to any one or multiple occurrences for a particular Property is material if the Cost of Repairscost to repair the damage, as reasonably estimated by Seller’s contractor (if Seller has engaged a contractor to perform the work), and otherwise by a contractor approved by both Buyer and Seller, acting reasonably, exceeds $250,000. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer further shall have the option right to characterize damage as material if the damage entitles either the Tenant under the Lease or the tenant under the Starbucks Lease to terminate this Agreement without regard their respective lease or to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closingreduce or xxxxx rent.

Damage or Destruction. In the event that the Property should be damaged or destroyed by fire or any other casualty prior to the Closing Date, then Seller shall promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000)Before the Closing, then risk of loss with regard to the Closing Property shall proceed be borne by Seller. If, before the Closing, the Improvements or the Personal Property are destroyed or materially damaged, Buyer's rights and obligations with respect to the Property shall be as scheduled and follows: (i) Seller shall cause all collected insurance proceeds, plus if the cash amount of all associated deductibles, destruction or damage involves a diminution in value equal to be paid over to Buyer or less than $500,000.00 (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000"DIMINUTION THRESHOLD"), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned obligated to Buyer without any further action required from either Partyproceed to close the transaction (subject to satisfaction of the other provisions hereof) and, if, but only if, Escrow actually closes, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives receive a credit against the Purchase Price equal to the Cost lesser of Repairs. The foregoing notwithstanding, (A) the cost to repair the damage or destruction and (B) the amount of the deductible under Seller's casualty insurance policy; or (ii) if the destruction or damage involves a diminution in value of more than the event any casualty results in the cancellation of, or rental abatement under, any LeaseDiminution Threshold, Buyer shall have the option (which must be exercised by Buyer within fifteen (15) calendar days after Buyer's receipt of written notice from Seller advising of such destruction or damage), to terminate this Agreement without regard or to proceed with the Closing and, if Buyer elects to proceed with Closing, Buyer shall receive a credit against the Purchase Price equal to the Cost lesser of Repairs. Any notice required (A) the cost to terminate this Agreement pursuant repair the damage or destruction and (B) the amount of the deductible under Seller's casualty insurance policy. (b) If Buyer and Seller cannot agree as to this Section the diminution in value, then such diminution in value shall be delivered no later than thirty determined by subtracting from the Purchase Price the fair market value of the Property after the damage, as determined by ________________, M.A.I. or, if _________________, M.A.I. is unable to undertake such appraisal, ___________________, M.A.I. The expense of the appraiser shall be borne equally by Buyer and Seller. (30c) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive If Buyer is obligated or elects to proceed to close the Closing.transaction under either subsection (a)(i) or (a)(ii) above, all casualty insurance proceeds from

Damage or Destruction. In Seller shall keep in full force and effect until Closing its present hazard insurance with respect to the event that the Property should be damaged or destroyed Premises. The risk of any loss by fire or any other casualty prior shall be assumed solely by Seller until Closing; provided, however, that in the event of damage to or destruction of the Premises in an amount less than One Hundred Thousand ($100,000) Dollars to the Closing Date, then Seller shall promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, Premises as estimated determined by an architect independent inspector caused by fire or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”)other casualty, is or any part thereof, this Agreement shall, except as hereafter expressly provided, remain in full force and effect, and Seller, at Purchaser’s option, shall either: (a) less than Two Hundred Thousand Dollars repair or restore the Premises; or ($200,000), then b) pay over to Purchaser the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductiblesthe insurance proceeds collected, to be paid over the extent not applied to Buyer (the restoration or credited against repair of the Purchase Price) at ClosingPremises; or, (ii) if any proceeds have not been collected, Seller shall assign to Buyer Purchaser all its right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating the same, to the Property extent not applied by Seller to the restoration or repair of the Premises. In the event Purchaser elects (b), the parties shall proceed to Closing as provided in this Agreement, and Purchaser shall receive at Closing a credit against the Purchase Price in the amount of the deductible, if any, under said hazard insurance policy. If there is damage of One Hundred Thousand ($100,000) Dollars or more to the Premises as determined by an independent inspector caused by fire or other casualty and such damage shall not be substantially restored or repaired by Closing, and Purchaser may, at its option, upon notice to Seller not later than 10 days after receipt of notice of such fire, casualty, (iiii) terminate this Agreement, or (ii) elect to proceed to Closing as provided in this Agreement, in which case, Seller shall pay over to Buyer all Purchaser the amount of the insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000)collected, then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the otherextent not applied to the restoration or repair of the Premises; or, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceedsif any proceeds have not been collected, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer Purchaser all its right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating the same, to the Property at Closingextent not applied by Seller to the restoration or repair of the Premises, and (z) Seller Purchaser shall pay over to Buyer all insurance proceeds collected after the receive at Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal in the amount of the deductible, if any, under said hazard insurance policy. Upon termination pursuant to the Cost preceding sentence, the obligations of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard each party to the Cost of Repairs. Any notice required to other shall terminate this Agreement pursuant to this Section without further liability hereunder or otherwise, except that the Deposit shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closingrefunded by Seller to Purchaser.

Damage or Destruction. In If any of the event that the Property should Improvements shall be destroyed or damaged or destroyed by fire or any other casualty prior to the Closing DateClosing, then Seller shall promptly provide Buyer with written notice of such casualty. If and the estimated cost of repairing such damage, as estimated by an architect repair or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than replacement exceeds Two Hundred Fifty Thousand Dollars ($200,000250,000.00), then the Closing shall proceed as scheduled and Purchaser may, by written notice given to Seller within twenty (i20) days after receipt of written notice from Seller shall cause all collected insurance proceedsof such damage or destruction, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entiretyAgreement, in which case event the Deposit Xxxxxxx Money shall immediately be returned by Escrow Agent to Buyer without any further action required from either PartyPurchaser and the rights, Buyer duties, obligations, and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount liabilities of all associated deductibles, to parties hereunder shall immediately terminate and be paid over to Buyer (of no further force or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereofeffect. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required If Purchaser does not elect to terminate this Agreement pursuant to this Section 19, or has no right to terminate this Agreement (because the damage or destruction does not exceed $250,000.00), and the sale of the Property is consummated, Purchaser shall be delivered no later than thirty entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Section 10(d) hereof (30less amounts of insurance therefore received and applied by Seller to costs actually incurred for restoration). Seller shall not settle or release any damage or destruction claims without obtaining Purchaser's prior written consent in each case. All said insurance proceeds received by Seller by the date of Closing shall be paid or credited by Seller to Purchaser at Closing, together with the lesser of (i) days following Buyer’s receipt that amount necessary to cover any difference between the amount of such proceeds and the estimated cost of repair or replacement, or(ii) Ten Thousand Dollars ($10,000.00). In addition, at Closing, Seller shall pay over to Purchaser, and assign to Purchaser, all proceeds of loss insurance for the period of time commencing on the date of Closing. If the amount of said casualty or loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments in order that Purchaser receive all of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closing's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. In the event that the Property should be damaged or destroyed by fire or If at any other casualty time prior to the Closing DateClosing, --------------------- Seller determines that any of the Properties has been destroyed or damaged by earthquake, flood or other casualty and that such damage will require more than $750,000 for any one Property or more than $2,000,000 in the aggregate for all Properties, (a "Casualty"), or if a proceeding is instituted for the taking of all or any material portion of any of the Properties under the power of eminent domain (a "Taking"), then Buyer shall have the right by giving written notice to Seller shall promptly provide Buyer with and Title Company within fifteen (15) days after the date of receipt of written notice of any such casualty. If the cost of repairing such damageCasualty or Taking, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and either to: (i) Seller shall cause all collected insurance proceeds, plus consummate the cash amount purchase of all associated deductiblesof the Properties in accordance with this Agreement, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) in which event Seller shall assign to Buyer all right, title and interest in and at the Closing (A) any insurance proceeds payable to all claims and Seller on account of such Casualty (excluding rental income insurance proceeds Seller may have with respect to all policies of insurance relating allocable to the Property at period prior to Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (bB) greater than Two Hundred Thousand Dollars any award payable to Seller by reason of the Taking ($200,000excluding any award for a temporary taking to the extent allocable to the period prior to Closing), then Buyer as the case may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, be; or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless effective as of the date such notice of termination is given. If Buyer receives a credit against the Purchase Price equal fails to the Cost of Repairs. The foregoing notwithstandinggive such notice within such 15-day period, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, then Buyer shall be deemed to have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required elected to terminate this Agreement pursuant to this Section 7.1. The Closing Date shall be delivered no later than thirty (30) days deferred, if necessary, to permit Buyer to have the 15-day period following Buyer’s receipt of Seller’s notice of such casualtya Casualty or a Taking to make the election specified hereinabove. The provisions If Buyer terminates this Agreement pursuant to this Section 7.1, then the Deposit shall be returned to Buyer, and neither Seller nor Buyer shall have any further obligations under this Agreement, except Buyer's obligation to perform those obligations set forth in Sections 2.4(b), 2.4(e), 7.2, and 7.8 of this Agreement. Except as provided in Section 10 4.2(f), nothing herein shall survive be deemed to constitute an obligation on the Closingpart of Seller to carry or maintain any insurance of any kind whatsoever pertaining to the Property.

Damage or Destruction. In the event that If a "material" part (as hereinafter defined) of the Property should be is damaged or destroyed by fire or any other casualty prior to casualty, the Closing Date, then Seller shall promptly provide Buyer with written notice notify the Purchaser of such casualty. If fact and the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer Purchaser shall have the option to terminate this Agreement without regard upon notice to the Cost Seller given not later than ten (10) days after receipt of Repairsthe Seller's notice; provided, however, that the Purchaser's election shall be ineffective if within ten (10) days after the Seller's receipt of the Purchaser's election notice, (i) the Seller shall elect by notice to the Purchaser to repair such damage or destruction and shall thereafter complete such repair within 90 days after the then scheduled Closing Date at the time of the Purchaser's election, and (ii) no tenant(s) aggregating more than 8,000 square feet have exercised, or have the right to exercise, any right to terminate its Lease by reason of such damage, destruction or other casualty. Any notice required If the Seller makes such election to repair, the Seller shall have the right to adjourn the Closing Date one or more times for up to 90 days in the aggregate in order to complete such repairs and shall have the right to retain all insurance proceeds which the Seller may be entitled to receive as a result of such damage or destruction. If (i) the Purchaser does not elect to terminate this Agreement as to the damaged Property, (ii) the Purchaser elects to terminate this Agreement as to the damaged Property but such election is ineffective because the Seller elects to repair such damage and completes such repair within such 90-day period provided above, or (iii) there is damage to or destruction of an "immaterial" part ("immaterial" is herein deemed to be any damage or destruction which is not "material", as such term is hereinafter defined) of the Property, the Purchaser shall close title as provided in this Agreement and, at the Closing, the Seller shall, unless the Seller has repaired such damage or destruction prior to the Closing, (x) pay over to the Purchaser the deductible and the proceeds of any insurance collected by the Seller less the amount of all costs incurred by the Seller in connection with the repair of such damage or destruction, and (y) assign and transfer to the Purchaser all right, title and interest of the Seller in and to any uncollected insurance proceeds which the Seller may be entitled to receive from such damage or destruction, provided that any such casualty insurance settlement shall have been approved by the Purchaser, such approval not to be unreasonably withheld or delayed. A "material" part of the Property shall be deemed to have been damaged or destroyed if the cost of repair or replacement shall be five percent (5%) or more of the Purchase Price. Condemnation. If, prior to the Closing Date, all or any "significant" portion (as hereinafter defined) of the Property is taken by eminent domain or condemnation (or is the subject of a pending taking which has not been consummated), the Seller shall notify the Purchaser of such fact and the Purchaser shall have the option to terminate this Agreement upon notice to the Seller given not later than ten (10) days after receipt of the Seller's notice. If the Purchaser does not elect to terminate this Agreement, or if an "insignificant" portion ("insignificant" is herein deemed to be any taking which is not "significant", as such term is herein defined) of the Property is taken by eminent domain or condemnation, at the Closing the Seller shall assign and turnover, and the Purchaser shall be entitled to receive and keep, all awards or other proceeds for such taking by eminent domain or condemnation. A "significant" portion of the Property means (i) 10% or more of the building on the Land, (ii) a portion of the parking areas if the taking thereof reduces the remaining available number of parking spaces below the minimum legally required, or (iii) a legally required driveway on the Land if such driveway is the predominant means of ingress thereto or egress therefrom. Termination. If the Purchaser effectively terminates this Agreement pursuant to Section 12.1 or 12.2, this Section Agreement shall be delivered no later than thirty (30) days following Buyer’s receipt terminated and the rights of Seller’s the parties shall be the same as if notice of such casualtytermination were given pursuant to Section 14.1. Conditions Precedent to Closing. Conditions Precedent to the Purchaser's Obligations to Perform. The provisions Purchaser's obligation under this Agreement to purchase the Property is subject to the fulfillment of each of the following conditions: (i) the representations and warranties of the Seller contained herein shall be materially true, accurate and correct as of the Closing Date except to the extent they relate only to an earlier date; (ii) no condition shall have first occurred subsequent to the expiration of the Due Diligence Period which, if it had occurred prior thereto, would have permitted the Purchaser to give a valid Purchaser's Termination Notice; (iii) the Seller shall be ready, willing and able to deliver title to the Property in accordance with the terms and conditions of this Agreement; (iv) any conditions precedent to the Purchaser's obligation to purchase the Property which is validly listed in the Purchaser's Termination Notice as being unsatisfied has been satisfied; (v) Purchaser shall have obtained an Owner's Policy of Title Insurance on an ALTA Standard form from the Title Company insuring Purchaser's right, title and interest in the Property in the amount of the Purchase Price and excepting no encumbrances other than Permitted Encumbrances; (vi) Purchaser shall have received the original executed Estoppel Certificates; and (vii) the Seller shall have delivered all the documents and other items required pursuant to Section 10 8, and shall survive have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement to be performed or complied with by the Seller at or prior to the Closing. Conditions Precedent to the Seller's Obligations to Perform. The Seller's obligation under this Agreement to sell the Property to the Purchaser is subject to the fulfillment of each of the following conditions: (i) the representations and warranties of the Purchaser contained herein shall be materially true, accurate and correct as of the Closing Date; (ii) the Purchaser shall have delivered the funds required hereunder and all the documents to be executed by the Purchaser set forth in Section 9 and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement to be performed or complied with by the Purchaser at or prior to the Closing; (iii) all consents and approvals of governmental authorities and parties to agreements to which the Purchaser is a party or by which the Purchaser's assets are bound that are required with respect to the consummation of the transactions contemplated by this Agreement shall have been obtained and copies thereof shall have been delivered to the Seller at or prior to the Closing; and (iv) the additional matters set forth in Schedule 11 annexed hereto and made a part hereof shall have occurred or been delivered to the Seller, as applicable, at or prior to the Closing. Remedies Upon Failure to Satisfy Conditions. In the event that any condition contained in Sections 13.1 or 13.2 is not satisfied, the party entitled to the satisfaction of such condition as a condition to its obligation to close title shall have as its sole remedy hereunder the right to elect to (i) waive such unsatisfied condition whereupon title shall close as provided in this Agreement or (ii) proceed as provided in Section 14 hereof. Remedies.

Damage or Destruction. In If the event that the Property should premises shall be damaged or destroyed by fire or any other casualty prior cause , Tenant shall, at the election of Landlord, cause same to be restored, subject to an in accordance after the Closing Date, then Seller shall promptly provide Buyer date of damage to perform the work of restoration with written notice the proceeds of such casualtyany insurance covering the Premises. If the cost of repairing such damage, restoration as estimated by an architect Landlord (a copy of which estimate shall be delivered by Landlord to Tenant within 90 days after the date of such loss) shall equal or contractor retained exceed twenty-five percent (25%) of the replacement value of the Premises in their condition just prior to the occurrence of the damage, Landlord may, no than the 120th day following the damage , give Tenant a notice stating that it reflects to cancel this Lease; and in such even Tenant shall pay or assign to Landlord the proceeds covering such loss and/or the right to adjust or receive the same (provided, however , Tenant shall pay to Landlord the estimated cost of restoration in excess of such proceeds if such insurance does not comply with the insurance's to be carried by Tenant pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or paragraph 12.1 (b) greater than Two Hundred Thousand Dollars ($200,000above ), then Buyer may in its discretion either and thereupon shall expire surrender possession of the Premises on said date of the loss (ior on which Tenant ceases to use the premises , if later) elect to terminate this Agreement in its entirety, in which case the Deposit and any rent paid for any period beyond said date shall be returned repaid to Buyer without any further action required from either PartyTenant. All restoration work shall be done and completed with due diligence and reasonable promptness, Buyer subject to ordinary delay and Seller shall each be liable for one-half to delays beyond the control of the party performing the work and to delays in the making of insurance adjustments. Subject to the terms of any escrow fees or charges and neither Party fee of ground lease mortgage covering the Demised Premises, the proceeds of any insurance payable as the result such damage shall have any further obligation to the otherbe held by Landlord, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, a trust fund to be paid over used for the cost of restoration before being applied to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closingother purpose.

Damage or Destruction. In Commencing at the time such risks pass to Lessor from the manufacturer or vendor of the equipment and continuing during the term and until Lessee returns the equipment to Lessor, Lessee assumes the entire risk of loss, theft or destruction of, and damage to, all equipment leased hereunder, from every cause whatsoever, whether or not covered by insurance, and no such event that shall release or relieve Lessee from its obligation to pay rent or to perform any of its lease obligations. Lessee agrees to give Lessor written notice forthwith upon the Property should occurrence of any such event. Should one or more units of leased equipment suffer damage, or be lost, stolen, or destroyed, for each such unit Lessee shall, at Lessor's option, either: (a) Repair each unit damaged or destroyed at Lessee's expense and the amount of insurance proceeds, if any, paid on policies of insurance maintained by fire or any other casualty prior Lessee shall be applied to the Closing Date, then Seller shall promptly provide Buyer with written notice cost of such casualtyrepair; or (b) Replace the equipment with similar equipment, acceptable to Lessor, at Lessee's expense, in which event the lease shall continue for such equipment, and the amount of insurance proceeds, if any, received by Lessor for such unit on policies of insurance maintained buy Lessee shall be paid to Lessee; or (c) Pay Lessor the stipulated loss value specified in the Schedule for the unit, and the lease of such unit of equipment and rental therefor shall terminate with respect to the item of equipment for which Lessee has paid. Lessee shall be entitled to receive any salvage value, and the amount of insurance proceeds, if any, received by Lessor for such unit on policies of insurance maintained by Lessee shall be paid to Lessee. If the cost lease of repairing such damage, as estimated by an architect any one or contractor retained more but not all units of a lot of multiple units leased pursuant to a single Schedule shall terminate pursuant to the mutual agreement foregoing provisions, the lease of the Parties (the “Cost remaining units of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing equipment covered by such Schedule shall proceed as scheduled nevertheless continue in full force and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closingeffect.

Damage or Destruction. In If any of the event that the Property should Improvements shall be destroyed or damaged or destroyed by fire or any other casualty prior to the Closing DateClosing, then Seller shall promptly provide Buyer with written notice of such casualty. If and if either the estimated cost of repairing such damage, as estimated by an architect repair or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than replacement exceeds Two Hundred Fifty Thousand Dollars ($200,000)250,000.00) or the damage results in the termination of one or more of the Leases, then the Closing shall proceed as scheduled and Purchaser may, by written notice given to Seller within twenty (i20) days after receipt of written notice from Seller shall cause all collected insurance proceedsof such damage or destruction, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entiretyAgreement, in which case event the Deposit Exxxxxx Money shall immediately be returned to Buyer without any further action required from either PartyPurchaser and the rights, Buyer duties, obligations, and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount liabilities of all associated deductibles, to parties hereunder shall immediately terminate and be paid over to Buyer (of no further force or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereofeffect except those that expressly survive such termination. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required If Purchaser does not elect to terminate this Agreement pursuant to this Section Paragraph 19, or has no right to terminate this Agreement (because the damage or destruction does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) and has not resulted in the termination of one or more of the Leases), and the sale of the Property is consummated, Purchaser shall be delivered no later than thirty entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 10 hereof (30less amounts of insurance theretofore received and applied by Seller to costs actually incurred for restoration). Seller shall not settle or release any damage or destruction claims without obtaining Purchaser’s prior written consent in each case. All said insurance proceeds received by Seller by the date of Closing shall be paid by Seller to Purchaser at Closing, together with the lesser of (iii) days following Buyerthat amount necessary to cover any difference between the amount of such proceeds and the estimated cost of repair or replacement, or (iv) the amount of the deductible under Seller’s receipt property damage insurance policy. In addition, at Closing, Seller shall pay over to Purchaser, and assign to Purchaser, all proceeds of any rent loss insurance for the period of time commencing on the date of Closing, if any. If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments in order that Purchaser receive all of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closingright, title, and interest in and under said insurance proceeds.

Damage or Destruction. In the event that the Property should be damaged or destroyed by fire or any other casualty prior to the Closing Date, then Seller shall promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000)Before the Closing, then risk of loss with regard to the Closing Properties shall proceed be borne by Seller. If, before the Closing, the Improvements or the Personal Property are destroyed or materially damaged, Buyer's rights and obligations with respect to the Properties shall be as scheduled and follows: (i) Seller shall cause all collected insurance proceeds, plus if the cash amount of all associated deductibles, destruction or damage is an insured loss which involves a cost to be paid over repair and restore the Properties to Buyer its condition existing prior to such loss or damage equal to or less than $50,000.00 (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000"Loss Threshold"), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned obligated to Buyer without any further action required from either Partyproceed to close the transaction (subject to satisfaction of the other provisions hereof) and, if, but only if, Escrow actually closes, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives receive a credit against the Purchase Price equal to the Cost lesser of Repairs. The foregoing notwithstanding(A) the cost to repair the damage or destruction and (B) the amount of the deductible under Seller's casualty insurance policy (provided, in that Seller shall assign to Buyer all proceeds payable therefor under Seller's casualty insurance policy); or (ii) if the event any casualty results in destruction or damage is an insured loss which involves a cost to repair and restore the cancellation of, Properties to its condition existing prior to such loss or rental abatement under, any Leasedamage which is greater than the Loss Threshold, Buyer shall have the option (which must be exercised by Buyer within fifteen (15) calendar days after Buyer's receipt of written notice from Seller advising of such destruction or damage and the fact that the cost to repair such damage or destruction is greater than the Loss Threshold), to terminate this Agreement without regard or to proceed with the Closing and, if Buyer elects to proceed with Closing, Buyer shall receive a credit against the Purchase Price equal to the Cost lesser of Repairs(A) the cost to repair the damage or destruction and (B) the amount of the deductible under Seller's casualty insurance policy (provided, that Seller shall assign to Buyer all proceeds payable therefor under Seller's casualty insurance policy). (b) If Buyer and Seller cannot agree as to the cost of repair, then the same shall be determined a licensed and bonded neutral General Contractor (who has had no personal or business relationship with either Seller or Buyer), with at least five (5) years of full time experience in the construction and/or reconstruction of properties similar to the Real Properties, appointed by two (2) other licensed and bonded General Contractor nominated one (1) each by Seller and Buyer. Any notice required The expense of the neutral General Contractor shall be borne equally by Buyer and Seller. (c) If Buyer is obligated or elects to proceed to close the transaction under either subsection (a)(i) or (a)(ii) above, all casualty insurance proceeds from Seller's casualty insurance policy shall be assigned by Seller to Buyer at the Closing and forwarded to Buyer immediately upon receipt thereof by Seller. (d) If Buyer elects to terminate this Agreement pursuant under subsection (a)(ii) above, this Agreement shall become null and void and of no further force or effect as to all unperformed rights and obligations of the parties and, except as provided in Sections 5.3, 5.5, 15.2(b) and 15.10 hereof, neither Buyer nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason thereof, other than those rights and obligations that, by their terms, survive termination of this Section Agreement. In the event of such termination, Escrow Holder is hereby instructed to return to Buyer the Deposit and to return any other documents or things to the party which deposited the same; and in such event the costs of the Title Company and Escrow Holder shall be delivered no later than thirty (30) days following Buyer’s receipt of borne equally by Buyer and Seller’s notice of such casualty. The provisions of this Section 10 Also, each party shall survive the Closingbear its own costs incurred hereunder.

Damage or Destruction. (a) For purposes of this Section 10.1, the term "materially destroyed or damaged" shall mean damage or destruction that would cost in excess of Five Million Dollars ($5,000,000) to repair. If, before the Closing, the Improvements are materially destroyed or damaged by an insured casualty either party may elect to terminate this Agreement by notice to the other party given within thirty (30) days of the date of such casualty. If, before the Closing, the Improvements are damaged to any extent and such casualty is not insured by Seller, Seller may elect to terminate this Agreement by notice to Buyer given within thirty (30) days of the date of such casualty. In the event either party elects to terminate this Agreement as provided above, this Agreement shall be of no further force or effect and, except for those provisions which expressly survive termination, neither Buyer nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason thereof. In the event of such termination, the cancellation costs (if any) of the Title Company and Escrow Holder shall be borne equally by Buyer and Seller, each party shall bear its own costs incurred hereunder, and the Deposit, less Buyer's share of Title Company and Escrow Holder cancellation costs, shall be returned to Buyer. In the event that this Agreement is not terminated by either party pursuant to this Section 10.1(a), Buyer shall be obligated to purchase the Property should be damaged or destroyed by fire or any other casualty prior to the Closing Dateas contemplated herein, then Seller shall promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and Seller's rights to all claims and proceeds Seller may have with respect to all policies under Seller's policy of insurance relating to the Property at Closingcasualty insurance, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to shall be reduced by the Cost amount of Repairs. The foregoing notwithstanding, any insurance deductible; provided that in the event case of any casualty results in uninsured loss, the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section Purchase Price shall be delivered no later than thirty (30) days following Buyer’s receipt reduced by the reasonable cost of Seller’s notice of such casualty. The provisions of this Section 10 shall survive repairing the Closingdamage or destruction resulting therefrom.

Damage or Destruction. In (a) If any portion of the event that the Property should be Improvements is damaged or destroyed by fire or any other casualty prior to Closing, Seller shall give Buyer prompt written notice thereof. If any portion of the Closing Improvements is damaged or destroyed by casualty on or before the Due Diligence Date of which Buyer receives written notice from Seller on or before the Due Diligence Date, and Buyer does not elect to terminate this Agreement pursuant to paragraph 5 hereof, then Buyer shall have no right to terminate this Agreement by reason of such damage or destruction. If any portion of the Improvements is damaged or destroyed by casualty after the Due Diligence Date and prior to Closing, and the cost of repair of such damage or destruction is reasonably estimated by a third party consultant mutually acceptable to Seller and Buyer to exceed $1,000,000.00, Buyer shall promptly provide have the right, at Buyer’s option, to terminate this Agreement by giving written notice to Seller on or before the date ten (10) days after the date upon which Seller gives Buyer with written notice of such casualty. If , along with the cost estimate of repairing such damagedamage from such consultant, as estimated by an architect or contractor retained pursuant in which event the Xxxxxxx Money shall be refunded to the mutual agreement Buyer promptly upon request, all rights and obligations of the Parties parties under this Agreement shall expire, and this Agreement shall become null and void. In the event of lesser damage or destruction after the Due Diligence Date, Buyer shall have no right to terminate this Agreement by reason of such damage or destruction. (b) If any portion of the “Cost Improvements is damaged or destroyed by casualty prior to Closing and the purchase and sale of Repairs”), the Property contemplated by this Agreement is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and thereafter actually consummated: (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase PricePrice shall be reduced by the total of any insurance proceeds actually received by Seller on or before the Closing Date with respect to such casualty and not expended by Seller prior to Closing for the repair or restoration of the Improvements; (ii) at Closing, (ii) Seller shall assign to Buyer all right, title and interest rights of Seller in and to all claims any insurance proceeds (including business interruption and rental loss insurance proceeds Seller may have with respect to all policies of insurance relating to the Property at Closingextent related to any period after the Closing Date) payable thereafter by reason of such casualty, and along with written consent from such insurer to such assignment; and (iii) and Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash an amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event insurance deductibles and any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option uninsured costs applicable to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closingdamage.

Damage or Destruction. Seller will maintain property insurance sufficient to protect the interests of Seller and Purchaser through Closing on a replacement cost basis. In the event that of any damage to or destruction of the Property should be damaged or destroyed by fire or any other casualty prior to the Closing DateClosing, then Seller shall will promptly provide Buyer with written notice of such casualtynotify Purchaser thereof. If the cost of repairing such damage, to repair the damage (as estimated reasonably determined by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), Seller) is (a) less than Two Hundred Thousand Million Dollars ($200,000)2,000,000.00) or less, then the Closing will nevertheless occur as otherwise provided for in Section 6 of this Agreement, except that upon the consummation of the Closing, Seller will assign to Purchaser all insurance proceeds paid or payable to Seller in connection with such occurrences and Seller will pay to Purchaser the amount of any deductible or co-insurance, which assigned proceeds and other amount payable by Seller must be sufficient to repair or restore the Property to its condition prior to such damage. Any insurance relating to Seller’s equipment or loss of business shall remain the property of Seller. Seller will, however, have no obligation to repair such damage or destruction. If the cost to repair such damage (as reasonably determined by Seller) exceeds Two Million Dollars ($2,000,000.00), then within ten (10) Business Days after Seller's delivery of notice to Purchaser of such occurrence and of the existence of insurance coverage for such loss, Purchaser will deliver written notice to Seller, electing either to: (a) proceed with this transaction and the Closing in accordance with this Agreement notwithstanding such damage or destruction and Seller will assign to Purchaser upon the Closing all insurance proceeds paid or payable to Seller in connection with such occurrence, and Seller will pay to Purchaser the amount of any deductible or co-insurance, which assigned proceeds and other amount payable by Seller must be sufficient to repair or restore the Property to its condition prior to such damage or (b) terminate this Agreement. If Purchaser elects to terminate this Agreement and Purchaser is not then in default of the terms of this Agreement, then the Xxxxxxx Money will be delivered to Purchaser and neither party will thereafter have any further obligation, responsibility or liability to the other under this Agreement (except as scheduled may be otherwise expressly provided in this Agreement), provided, however, that if Purchaser is then in default of the terms of this Agreement and such default has caused Seller, or will cause Seller, to suffer actual damages solely as a result of either (i) physical damage to the Property caused by Purchaser, or (ii) a lien on the Property due to Purchaser’s inspection activities thereon, then the Title Company will continue to hold the Xxxxxxx Money in escrow until such time as Seller and Purchaser notify the Title Company by joint written instructions as to the manner in which and to whom the Xxxxxxx Money shall be disbursed. Purchaser's failure to deliver either such notice to Seller within such ten (10) Business Day period shall constitute Purchaser's election to proceed to Closing under clause (a). If Purchaser elects to proceed with the transaction contemplated under this Agreement and the Closing, then upon the consummation of the Closing, Seller will assign to Purchaser all insurance proceeds paid or payable to Seller in connection with such occurrence and Seller will pay to Purchaser the amount of any deductible or co-insurance; provided that (i) Seller shall cause retain all collected insurance proceeds, plus such proceeds relating to the cash amount Excluded Personal Property or Seller's loss of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, business and (ii) Seller shall assign will have no obligation to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies repair such damage or destruction. Risk of insurance relating loss or damage to the Property at Closing, and (iii) shall rest with Seller shall pay over to Buyer all insurance proceeds collected after until the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half time of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount delivery of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closingpossession.

Damage or Destruction. In the event that If prior to Closing any material portion of the Property should be is damaged or destroyed by fire or any other casualty prior to the Closing Datecasualty, then Seller shall promptly provide Buyer immediately give notice thereof to Purchaser together with written notice a good faith estimate of the costs of repair or replacement of such casualty. If the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement any material portion of the Parties Property is damaged or destroyed by such casualty or such casualty shall be to any structural elements of the improvements on the Property, Purchaser at its option (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than exercised within thirty (30) days following Buyer’s receipt of after Seller’s notice notice) may either (a) terminate this Agreement, in which event the Exxxxxx Money shall be returned to Purchaser and neither party hereto shall have any further rights or obligations hereunder other than those which are expressly provided to survive the termination hereof, or (b) proceed to Closing, in which event Seller agrees to pay to Purchaser at the Closing all insurance proceeds which Seller has received as a result of the same plus an amount equal to the insurance deductible, if any, and assign to Purchaser all insurance proceeds payable as a result of the same without Seller replacing or repairing such damage. If such casualty shall not be to any material portion of the Property and shall not be to any structural elements of the improvements on the Property, Purchaser shall proceed to Closing, in which event Seller agrees to pay to Purchaser at the Closing all insurance proceeds which Seller has received as a result of the same plus an amount equal to the insurance deductible, if any, and assign to Purchaser all insurance proceeds payable as a result of the same without Seller replacing or repairing such damage. As used in this Section 10, the term “material portion of the Property” shall mean damage to the Property that would cost in excess of Fifty Thousand and no/100s Dollars ($50,000.00) to repair based upon a good faith estimate prepared with respect to such casualty. The provisions of this Section 10 shall survive the Closing.

Damage or Destruction. (a) In the event of partial damage or destruction of the Property of a type which can, under the circumstances, be expected in the reasonable judgment of Seller and Buyer to be restored or repaired at a cost of $1,000,000 or less, then, this Contract shall be consummated on the Closing Date at the Purchase Price, and unless such damage has been repaired by Seller prior to Closing to substantially the same condition that existed immediately prior to such damage or destruction, Seller shall assign to Buyer the physical damage proceeds and claims of any insurance policies to which Seller is entitled to receive, less any amounts expended by Seller for partial restoration and with a credit to Buyer for the amount of any deductible or self-insured retention. (b) In the event that the Property should be shall have been damaged or destroyed by fire or any other casualty casualty, the cost of repair or restoration of which would, in the reasonable judgment of Seller and Buyer, exceed the sum of $1,000,000, then unless, prior to the Closing DateClosing, then Seller has previously repaired or restored the Property to its former condition that existed immediately prior to such fire or casualty (which Seller may 8457297.7 elect to do in its sole discretion), at Buyer’s election, Seller shall promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is either (a) pay over or assign to Buyer, on delivery of the Deed all physical damage proceeds and claims of any insurance policies to which Seller is entitled to receive, less than Two Hundred Thousand Dollars any amounts reasonably expended by Seller for partial restoration, with a credit to Buyer for the sum of ($200,000), then x) the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductiblesany deductible or self-insured retention plus (y) the amount of the cost to repair or restore the physical damage in an amount agreed to by Buyer and Seller, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing less any amounts expended by Seller promptly upon receipt thereof; for partial restoration and in no event exceeding $1,000,000 in the aggregate, or (b) greater than Two Hundred Thousand Dollars direct Escrow Agent to return the Deposit to Buyer in which case, except for the Surviving Obligations, all other obligations of the parties hereto shall cease and this Contract shall terminate and be without further recourse or remedy to the parties hereto. ($200,000)c) In the event of damage or destruction to the Property caused by an uninsured casualty, then and if Seller, at its sole election, does not credit Buyer with the amount necessary to fully restore the Property, Buyer, by written notice to Seller, may in its discretion either (i) elect to terminate this Agreement in its entiretyContract. In such event, in which case the Deposit shall be returned to Buyer and except for the Surviving Obligations, all other obligations of the parties hereto shall cease and this Contract shall terminate and be without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees recourse or charges and neither Party shall have any further obligation remedy to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closingparties hereto.

Damage or Destruction. In If any of the event that the Property should Improvements shall be --------------------- destroyed or damaged or destroyed by fire or any other casualty prior to the Closing DateClosing, then Seller shall promptly provide Buyer with written notice of such casualty. If and if either the estimated cost of repairing such damage, as estimated by an architect repair or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than replacement exceeds Two Hundred Fifty Thousand Dollars ($200,000250,000.00) or the damage is such that the Lease is terminated or terminable at the option of the Tenant (unless the termination option is waived in writing), then the Closing shall proceed as scheduled and Purchaser may, by written notice given to Seller within twenty (i20) days after receipt of written notice from Seller shall cause all collected insurance proceedsof such damage or destruction, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entiretyAgreement, in which case event the Deposit Xxxxxxx Money shall immediately be returned by Escrow Agent to Buyer without any further action required from either PartyPurchaser and the rights, Buyer duties, obligations, and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount liabilities of all associated deductiblesparties hereunder shall immediately terminate and be of no further force or effect, except for the obligations of the parties which are herein expressly stated to be paid over to Buyer (or credited against survive the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies termination of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereofthis Agreement. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required If Purchaser does not elect to terminate this Agreement pursuant to this Section Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $250,000.00 and would not give rise to a right by Tenant to terminate its Lease), and the sale of the Property is consummated, Purchaser shall be delivered no later than thirty entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (30less amounts of insurance theretofore received and applied by Seller to costs actually incurred for restoration). Seller shall not settle or release any damage or destruction claims without obtaining Purchaser's prior written consent in each case. All said insurance proceeds received by Seller by the date of Closing shall be paid by Seller to Purchaser at Closing, together with the lesser of (i) days following Buyer’s receipt that amount necessary to cover any difference between the amount of such proceeds and the estimated cost of repair or replacement, or (ii) the amount of the deductible under Seller's all-risk property damage insurance policy. In addition, at Closing, Seller shall pay over to Purchaser, and assign to Purchaser, all proceeds of any rent loss insurance for the period of time commencing on the date of Closing. If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments in order that Purchaser receive all of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closing's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. (a) In the event that the Property should be damaged of damage or destroyed by fire destruction of Parcel A or any other casualty portion of Parcel A prior to the Closing Date, then Seller shall promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by Date in an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than amount not exceeding Two Hundred Thousand Dollars ($200,000200,000.00), then the Closing shall proceed as scheduled Buyer and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against consummate this Agreement without change in the Purchase Price) at Closing, (ii) in which event Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have of Seller’s rights under any insurance policy covering the damage or destruction of Parcel A; provided that such insurance coverage shall only take effect with respect to all policies the Improvements if one of insurance relating to the Property at Parties (or any tenant of Buyer) will reoccupy the damaged portion of the Improvements after the Closing, and further provided that if neither Party (iiior any tenant of Buyer) Seller shall pay over to Buyer all insurance proceeds collected will reoccupy the damaged portion of the Improvements after the Closing by Seller promptly upon receipt thereof; or Closing, then Buyer shall only be entitled to insurance coverage on a demolition basis with respect to such Improvements. (b) greater than In the event of damage or destruction of Parcel A or any portion of Parcel A prior to the Closing Date in an amount in excess of Two Hundred Thousand Dollars ($200,000200,000.00), then Buyer may in its discretion elect either (i) elect to terminate this Agreement in its entiretyupon written notice to Seller and Escrow Holder or to consummate this Agreement, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) event Seller shall assign to Buyer all rightof Seller’s rights under any insurance policy covering the damage or destruction, title but without the indemnity and interest guarantee provided in and subsection (a) above. If Buyer terminates pursuant to all claims and proceeds Seller may this Section, (i) neither Party shall have with respect to all policies of insurance relating any rights or responsibilities to the Property at Closingother, (ii) the Deposit shall be promptly returned to Buyer, (iii) any Escrow Cancellation Charges connected with this termination shall be shared one-half (½) by Buyer and one-half (½) by Seller, and (ziv) Seller Escrow Holder shall pay over to Buyer immediately return all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsureddocuments, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal instruments and money to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the ClosingParty that deposited same.

Damage or Destruction. In (a) Buyer shall be bound to purchase the Property for the Purchase Price as required by the terms of this Agreement without regard to the occurrence or effect of any damage to or destruction of the Property or condemnation of the Property by right of eminent domain, provided that the occurrence of any damage or destruction is (i) fully covered by insurance (excepting deductibles), or (ii) if not fully covered by insurance, involves uninsured repair costs of $500,000 or less, and any condemnation does not affect materially the use and value of the Property. If Buyer is so bound to purchase notwithstanding the occurrence of damage, destruction or condemnation, then, upon the close of escrow: (A) in the event that of damage covered by insurance or an immaterial condemnation, Buyer shall receive a credit against the Property should be damaged Purchase Price in the amount (net of collection costs and costs of repair reasonably incurred by Seller and not then reimbursed) of any insurance proceeds or destroyed condemnation award collected and retained by fire Seller as a result of any such damage or any other casualty destruction or condemnation plus (in the case of damage) the amount of the deductible portion of Seller's insurance policy, and Seller shall assign to Buyer all rights to such insurance proceeds or condemnation awards as shall not have been collected prior to the close of escrow; and (B) in the event of damage not covered by insurance, Buyer shall receive a credit (not to exceed $500,000) in the amount of the estimated uninsured cost to repair the damage. (b) If, prior to the Closing Date, then Seller shall promptly provide Buyer with written notice the Property suffers damage or destruction that is not fully covered by insurance and involves repair costs in excess of such casualty. If insurance proceeds by more than $500,000, or condemnation which affects materially the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement use and value of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000)Property, then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In following the event that the casualty is uninsuredof damage, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, destruction or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closingcondemnation.

Damage or Destruction. In the event that If a "MATERIAL" part (as hereinafter defined) of the Property should be is damaged or destroyed by fire or any other casualty prior to casualty, the Closing Date, then Seller shall promptly provide Buyer with written notice notify the Purchaser of such casualty. If fact and the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer Purchaser shall have the option to terminate this Agreement without regard upon notice to the Cost Seller given not later than fifteen (15) days after receipt of Repairsthe Seller's notice. Any notice required If (i) the Purchaser does not elect to terminate this Agreement pursuant as to the damaged Property, or (ii) there is damage to or destruction of an "IMMATERIAL" part ("IMMATERIAL" is herein deemed to be any damage or destruction which is not "MATERIAL", as such term is hereinafter defined) of the Property, the Purchaser shall close title as provided in this Section Agreement and, at the Closing, the Seller shall, unless the Seller has repaired such damage or destruction prior to the Closing, (x) pay over to the Purchaser the proceeds of any insurance collected by the Seller, and (y) assign and transfer to the Purchaser all right, title and interest of the Seller in and to any uncollected insurance proceeds which the Seller may be entitled to receive from such damage or destruction plus the applicable deductible amount under the Seller's insurance policy. A "MATERIAL" part of the Property shall be delivered no later deemed to have been damaged or destroyed if (i) the cost of repair or replacement shall be five percent (5%) or more of the Purchase Price, or (ii) any tenant (other than thirty Equity One, Inc.) could cancel its lease or permanently reduce its rent thereunder and either (301) days following Buyer’s receipt of Seller’s notice of the time frame provided in such casualty. The provisions of this Section 10 shall survive tenant's lease for such cancellation or rent reduction will not lapse on or prior to the Closing, or (2) the Seller has not been able to obtain, on or prior to the Closing, written confirmation from any such tenant that such tenant will not seek such lease cancellation or rent reduction.

Damage or Destruction. In the event of any damage to or destruction of the Property or any portion thereof subsequent to the date hereof and prior to, or on, the Closing Date, Seller shall provide written notice of such damage or destruction ("Seller's Casualty Notice") promptly after its occurrence, and Purchaser's rights shall be as follows: (a) In the event that the Property should be damaged or destroyed by fire or reasonably expected cost of restoration exceeds $2,500,000.00 at any other casualty prior to the Closing Dateone Mall, then Seller shall promptly provide Buyer with Purchaser shall, within 15 days after receipt of the Seller's Casualty Notice, elect, by written notice of such casualty. If the cost of repairing such damageto Seller, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i1) elect to terminate this Agreement in its entiretyAgreement, in which case event the Deposit shall be returned immediately to Buyer without any further action required from either PartyPurchaser, Buyer and Seller thereupon all obligations and liabilities of the parties hereunder shall each be liable for one-half of any escrow fees or charges cease and neither Party this Agreement shall have no further force and effect except for such provisions of this Agreement which are expressly stated to survive termination of this Agreement or (2) to proceed with the transaction contemplated under this Agreement (except that if the Closing Date is less than 15 days following Purchaser's receipt of the Seller's Casualty Notice, the Closing shall be delayed until Purchaser makes such election, but in no event more than 30 days after the date of Purchaser's receipt of the Seller's Casualty Notice), in which event Purchaser shall have no right to offset or reduction or abatement of the Purchase Price and Purchaser shall receive at Closing (i) an assignment of (A) all insurance proceeds theretofore paid to Seller with respect to such damage, (B) all claims against any further obligation insurer with respect to the other, or such damage and (C) all claims against third parties with respect to such damage and (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash full amount of all associated deductiblesSeller's deductible, in cash. In the event Purchaser does not give Seller timely notice of its election under this Section 10.1(a), Purchaser shall be deemed to be paid over have elected to Buyer proceed under clause "(or credited against the Purchase Price2)" above. (b) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty reasonably expected cost of restoration is uninsuredequal to or less than $2,500,000.00 at any one Mall, Buyer may terminate Purchaser shall be obligated to proceed with the transaction contemplated under this Agreement Agreement, in its entirety unless Buyer receives a credit against which event Purchaser shall have no right to offset or reduction or abatement of the Purchase Price equal and Purchaser shall receive at Closing (i) an assignment of (A) all insurance proceeds theretofore paid to Seller with respect to such damage, (B) all claims against any insurer with respect to such damage and (C) all claims against third parties with respect to such damage and (ii) the Cost full amount of Repairs. The foregoing notwithstandingSeller's deductible, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closingcash.

Damage or Destruction. In the event that the Property should be damaged or destroyed by fire or any other casualty prior to the Closing Date, then Seller shall promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two One Hundred Thousand Dollars ($200,000100,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at ClosingClosing (subject to the terms of the Existing Loan Documents), (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two One Hundred Thousand Dollars ($200,000100,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entiretyAgreement, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, other or (ii) proceed as scheduled and (xi) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at ClosingClosing (subject to the terms of the Existing Loan Documents), (yii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (ziii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closing.receipt

Damage or Destruction. In the event that the If a "material" part (as hereinafter defined) of any Property should be is damaged or destroyed by fire or other casualty, Sellers shall notify Purchaser of such fact and, except as hereinafter provided, Purchaser shall have the option to not include such Property in the sale and, in such event, the Purchase Price shall be reduced by the allocated Purchase Price for such Property (as set forth in Section 2.1(e) of this Agreement), the definition of Properties shall not include such Property and neither party shall have any other casualty further rights, obligations or liabilities hereunder, except as otherwise set forth herein. If Purchaser elects to waive its aforementioned option or there is damage to or destruction of an "immaterial" part ("immaterial" is herein deemed to be any damage or destruction which is not "material", as such term is hereinafter defined) of a Property, Purchaser shall close title as provided in this Agreement and, at the Closing, Sellers shall, unless Sellers has repaired such damage or destruction prior to the Closing DateClosing, then Seller shall promptly provide Buyer with written notice (A) pay over to Purchaser the proceeds of such casualty. If any insurance collected by Sellers less the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductiblescosts incurred by Sellers in connection with the repair of such damage or destruction, and (B) assign and transfer to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer Purchaser all right, title and interest of Sellers in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all any uncollected insurance proceeds collected after which Sellers may be entitled to receive from such damage or destruction (Sellers shall bear the Closing cost of any applicable insurance deductible). A "material" part of a Property shall be deemed to have been damaged or destroyed if (a) the cost of repair or replacement shall be 2% or more of the allocated Purchase Price of such Property, as such cost is reasonably estimated by Seller promptly upon receipt thereof; an independent engineer selected by Sellers and reasonably approved by Purchaser, or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect one or both of the two largest tenants at the damaged Property irrevocably terminates or is entitled to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closingtheir lease.

Damage or Destruction. In (a) Subject to the event satisfaction of the conditions in Section 3.1(a) above, Buyer shall be bound to purchase the Property for the Purchase Price as required by the terms of this Agreement without regard to the occurrence or effect of any damage to or destruction of the improvements on the Real Property or condemnation by right of eminent domain, provided that the Property should be damaged occurrence of any damage or destroyed destruction is (i) covered by fire insurance (excepting deductibles paid by Seller) for the full replacement cost of such damage or any other casualty prior destruction, or (ii) if not covered by insurance, involves repair costs of $100,000 or less. Notwithstanding the foregoing, Buyer shall have the right in its sole discretion to the Closing Date, then Seller shall promptly provide Buyer with terminate this Agreement by written notice of its election given to Seller within ten (10) business days following the event if there occurs damage or destruction which involves repair costs in excess of $1,000,000 or all or more than three percent (3%) of the Property is taken by condemnation or eminent domain (or is the subject of a pending or contemplated taking which has not been consummated) and upon such casualtytermination, the Deposit (and all interest accrued thereon while in escrow) shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement. If Buyer is so bound to purchase notwithstanding the cost occurrence of repairing such damage, as estimated destruction or condemnation, upon the close of escrow: (A) in the event of damage covered by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”)insurance, is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing Buyer shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited receive a credit against the Purchase PricePrice in the amount (net of collection costs) at Closing, (ii) of any insurance proceeds or condemnation award collected and retained by Seller as a result of any such damage or destruction or condemnation and Seller shall assign to Buyer all right, title and interest in and rights to all claims and such insurance proceeds Seller may or condemnation awards as shall not have with respect to all policies of insurance relating been collected prior to the Property at Closing, close of escrow; and (iiiB) Seller in the event of damage not covered by insurance, Buyer shall pay over receive a credit (not to Buyer all insurance proceeds collected after exceed $100,000) in the Closing by Seller promptly upon receipt thereof; or amount of the estimated cost to repair the damage. (b) greater than Two Hundred Thousand Dollars Buyer and Seller shall each have the right to terminate this Agreement by written notice of election given to the other party within five (5) business days following the event if there occurs damage or destruction not covered by insurance which involves repair costs in excess of $200,000)100,000, then Buyer may in its discretion unless either (i) elect Seller agrees in writing to terminate this Agreement complete such repairs at Seller’s expense or (ii) Buyer waives Buyer the repairs costs in its entirety, excess of $100,000 in which case Seller shall receive a credit in the amount of the estimated cost to repair the damage (not to exceed $100,000). In the event of such a termination, the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closing.

Damage or Destruction. In the event that If a "MATERIAL" part (as hereinafter defined) of the Property should be is damaged or destroyed by fire or any other casualty prior to casualty, the Closing Date, then Seller shall promptly provide Buyer with written notice notify the Purchaser of such casualty. If fact and the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer Purchaser shall have the option to terminate this Agreement without regard upon notice to the Cost Seller given not later than ten (10) days after receipt of Repairs. Any notice required to terminate this Agreement pursuant to this Section the Seller's notice; provided, however, that the Purchaser's election shall be delivered no later than ineffective if within ten (10) days after the Seller's receipt of the Purchaser's election notice, the Seller shall elect by notice to the Purchaser to repair such damage or destruction and shall thereafter complete such repair within thirty (30) days following Buyer’s receipt after the then scheduled Closing Date at the time of Seller’s notice the Purchaser's election. If the Seller makes such election to repair, the Seller shall have the right, with the consent of the Purchaser, to adjourn the Closing Date one or more times for up to thirty (30) in the aggregate in order to complete such repairs and shall have the right to retain all insurance proceeds which the Seller may be entitled to receive as a result of such casualtydamage or destruction. The provisions If (i) the Purchaser does not elect to terminate this Agreement as to the damaged Property, or (ii) there is damage to or destruction of an "IMMATERIAL" part ("IMMATERIAL" is herein deemed to be any damage or destruction which is not "MATERIAL", as such term is hereinafter defined) of the Property, the Purchaser shall close title as provided in this Section 10 shall survive Agreement and, at the Closing, the Seller shall, unless the Seller has repaired such damage or destruction prior to the Closing, (x) pay over to the Purchaser the proceeds of any insurance collected by the Seller, together with any deductible thereunder, less the amount of all costs incurred by the Seller in connection with the repair of such damage or destruction, together with any coinsurance payments required by the insurer, and (y) assign and transfer to the Purchaser all right, title and interest of the Seller in and to any uncollected insurance proceeds which the Seller may be entitled to receive from such damage or destruction. A "MATERIAL" part of the Property shall be deemed to have been damaged or destroyed if the cost of repair or replacement shall be equal to or in excess of $1,000,000.

Damage or Destruction. In If a "material" part (as hereinafter defined) of one or more of the event that the Property should be Properties is damaged or destroyed by fire or any other casualty prior to casualty, the Closing Date, then applicable Seller or Sellers shall promptly provide Buyer with written notice notify Purchaser of such casualty. If the cost of repairing such damagefact and, except as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”)hereinafter provided, is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer Purchaser shall have the option to terminate this Agreement without regard Agreement, as to the Cost damaged Property only, upon notice to Sellers given not later than ten (10) business days after receipt of Repairssuch notice from the applicable Seller or Sellers. Any notice required If this Agreement is so terminated as to such Property, the provisions of Section 16.4 shall apply. If (a) Purchaser does not elect to so terminate this Agreement, or (b) there is damage to or destruction a portion of a Property, which is not "material", as such term is hereinafter defined, Purchaser shall close title as provided in this Agreement pursuant and, at the Closing, the applicable Seller shall, unless and to this Section the extent such Seller has repaired such damage or destruction prior to the Closing, (A) pay over to Purchaser the proceeds of any insurance collected by Seller on account of such damage or destruction, plus the amount of the deductible applied in determining Seller's insurance award, less the amount of all out-of-pocket costs incurred by Sellers in connection with the repair of such damage or destruction, and (B) assign and transfer to Purchaser all right, title and interest of Sellers in and to any uncollected insurance proceeds which Sellers may be entitled to receive on account of such damage or destruction. A "material" part of any Property shall be delivered no later than thirty deemed to have been damaged or destroyed if (30a) days following Buyer’s receipt the cost of Seller’s notice repair or replacement shall be equal to $500,000 or more, as reasonably estimated by an independent engineer selected by Sellers and reasonably approved by Purchaser, or (b) any Tenant under a Lease demising in excess of fifty percent (50%) of the rentable area of such casualty. The provisions damaged Property shall have irrevocably terminated its Lease on account of this Section 10 shall survive the Closingsuch damage or destruction.

Damage or Destruction. In If any of the event that the Property should Improvements shall be destroyed or damaged or destroyed by fire or any other casualty prior to the Closing DateClosing, then Seller shall promptly provide Buyer with written notice of such casualty. If and if either the estimated cost of repairing such damage, as estimated by an architect repair or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than replacement exceeds Two Hundred Fifty Thousand Dollars ($200,000)250,000.00) or the damage results in the termination of one or more of the Leases, then the Closing shall proceed as scheduled and Purchaser may, by written notice given to Seller within twenty (i20) days after receipt of written notice from Seller shall cause all collected insurance proceedsof such damage or destruction, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entiretyAgreement, in which case event the Deposit Xxxxxxx Money shall immediately be returned to Buyer without any further action required from either PartyPurchaser and the rights, Buyer duties, obligations, and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount liabilities of all associated deductibles, to parties hereunder shall immediately terminate and be paid over to Buyer (of no further force or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereofeffect except those that expressly survive such termination. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required If Purchaser does not elect to terminate this Agreement pursuant to this Section Paragraph 19, or has no right to terminate this Agreement (because the damage or destruction does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) and has not resulted in the termination of one or more of the Leases), and the sale of the Property is consummated, Purchaser shall be delivered no later than thirty entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 10 hereof (30less amounts of insurance theretofore received and applied by Seller to costs actually incurred for restoration). Seller shall not settle or release any damage or destruction claims without obtaining Purchaser’s prior written consent in each case. All said insurance proceeds received by Seller by the date of Closing shall be paid by Seller to Purchaser at Closing, together with the lesser of (iii) days following Buyerthat amount necessary to cover any difference between the amount of such proceeds and the estimated cost of repair or replacement, or (iv) the amount of the deductible under Seller’s receipt property damage insurance policy. In addition, at Closing, Seller shall pay over to Purchaser, and assign to Purchaser, all proceeds of any rent loss insurance for the period of time commencing on the date of Closing, if any. If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments in order that Purchaser receive all of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closingright, title, and interest in and under said insurance proceeds.

Damage or Destruction. (a) In the event of partial damage or destruction of the Property of a type which can, under the circumstances, be expected in the reasonable judgment of Seller and Buyer to be restored or repaired at a cost of $3,000,000 or less, then, this Contract shall be consummated on the Closing Date at the Purchase Price, and unless such damage has been repaired by Seller prior to Closing, Seller shall assign to Buyer the proceeds of any insurance policies payable to Seller, less any amounts expended by Seller for partial restoration and with a credit to Buyer for the amount of any deductible or self-insured retention. (b) In the event that the Property should be shall have been damaged or destroyed by fire or any other casualty prior to the Closing Date, then Seller shall promptly provide Buyer with written notice of such casualty. If and the cost of repairing such damagerepair or restoration of which would, as estimated by an architect or contractor retained pursuant to in the mutual agreement reasonable judgment of Seller and Buyer, exceed the Parties (the “Cost sum of Repairs”)$3,000,000, is then, at Buyer’s election, Seller shall either (a) pay over or assign to Buyer, on delivery of the Deed all proceeds of any insurance policies payable to Seller, less than Two Hundred Thousand Dollars ($200,000)any amounts reasonably expended by Seller for partial restoration, then with a credit to Buyer for the Closing shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductiblesany deductible or self-insured retention, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars direct Escrow Agent to return the Deposit to Buyer in which case, except for the Surviving Obligation, all other obligations of the parties hereto shall cease and this Contract shall terminate and be without further recourse or remedy to the parties hereto. ($200,000)c) In the event of damage or destruction to the Property caused by an uninsured casualty, then Buyer may in its discretion then, at Buyer’s election, Seller shall either (ia) elect credit Buyer with the amount necessary to terminate this Agreement in its entirety, in which case fully restore the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation Property to the othercondition prior to such damage or destruction, as determined by Seller and Buyer (but in no event shall such credit exceed $3,000,000), or (iib) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus direct Escrow Agent to return the cash amount of all associated deductibles, to be paid over Deposit to Buyer (in which case, except for the Surviving Obligation, all other obligations of the parties hereto shall cease and this Contract shall terminate and be without further recourse or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating remedy to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closingparties hereto.

Damage or Destruction. (a) In the event that the Property should be damaged of damage or destroyed by fire destruction of Parcel B or any other casualty portion of Parcel B, including, but not limited to, the Improvements thereon, prior to the Closing Date, then Seller shall promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by Date in an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two amount not exceeding One Hundred Thousand Dollars ($200,000100,000.00), then the Closing shall proceed as scheduled Buyer and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against consummate this Agreement without change in the Purchase Price) at Closing, (ii) in which event Seller shall assign to Buyer all rightof Seller’s rights under any insurance policy covering the damage or destruction of Parcel B, title and interest including the rights to any proceeds covering the damage or destruction. Notwithstanding the generality of the foregoing, in and to all claims and proceeds Seller may have with respect to all policies the event that Buyer is liable for the payment of any deductible or self-insurance relating to retention under any self-insurance policy covering the Property at Closingdamage or destruction, and (iii) Seller then the Purchase Price shall pay over to Buyer all be reduced by the amount of any such deductible or self- insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or retention. (b) greater than Two In the event of damage or destruction of Parcel B or any portion of Parcel B, including, but not limited to, the Improvements thereon, prior to the Closing Date in an amount in excess of One Hundred Thousand Dollars ($200,000100,000.00), then Buyer may in its discretion elect either (i) elect to terminate this Agreement in its entiretyupon written notice to Seller and Escrow Holder or to consummate this Agreement, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) event Seller shall assign to Buyer all rightof Seller’s rights under any insurance policy covering the damage or destruction. If Buyer terminates pursuant to this Section, title and interest in and to all claims and proceeds Seller may (i) neither Party shall have with respect to all policies of insurance relating any rights or responsibilities to the Property at Closingother, (ii) the Deposit (less the Non-Refundable Deposit) shall be promptly returned to Buyer, (iii) the Non-Refundable Deposit shall be promptly paid to Seller, (iv) any Escrow Cancellation Charges connected with this termination shall be shared one-half (½) by Buyer and one-half (½) by Seller, and (zv) Seller Escrow Holder shall pay over to Buyer immediately return all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsureddocuments, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal instruments and money to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the ClosingParty that deposited same.

Damage or Destruction. In the event that the If a "material" part (as hereinafter defined) of any Property should be is damaged or destroyed by fire or other casualty, Sellers shall promptly notify Purchaser of such fact and, except as hereinafter provided, Purchaser shall have the option to have the Property removed from Exhibit A (and the sale shall occur without such Property) upon notice to Sellers given not later than ten (10) days after receipt of Sellers' notice. If this Agreement is so terminated with respect to such Property or the applicable JV Interest, the provisions of Section 14(d) shall apply. If there is damage to or destruction of an "immaterial" part ("immaterial" is herein deemed to be any other casualty damage or destruction which is not "material," as such term is hereinafter defined) of any Property, Purchaser shall close title on such Property or JV Interest as provided in this Agreement and, at the Closing, the Seller of such Property shall, unless such Seller has repaired such damage or destruction prior to the Closing DateClosing, then Seller shall promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of the Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and (i) Seller shall cause all collected the net proceeds (if any) of any insurance proceeds, plus less the cash amount of all associated deductibles, costs incurred in connection with the repair of such damage or destruction to be paid over to Buyer Purchaser (or credited against or, in the Purchase Price) at Closingcase of a Joint Venture Property, (ii) Seller shall assign to Buyer Purchaser all of Seller's right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of such insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000proceeds), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled assign and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, transfer to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer Purchaser all right, title and interest (or, in the case of a Joint Venture Property all of Seller's right, title and interest) in and to all claims and any uncollected insurance proceeds (if any) by reason of such which such Seller may have with respect be entitled to all policies of insurance relating to the Property at Closingreceive from such damage or destruction, and (ziii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives grant Purchaser a credit against the Purchase Price equal allocated to such Property or JV Interest in the Cost amount of Repairs. The foregoing notwithstandingany deductible under the insurance policy for the applicable Property and/or any amount of insurance not in place that would have been assigned to Purchaser under this Section 14 had Sellers complied with Section 11(j) hereof (or, in the event any case of a Joint Venture Property, 1/2 of such amount). A "material" part of the Property shall mean (i) that ten percent (10%) of the apartment units at the Property have been destroyed or suffered material casualty results damage; or (ii) the cost to repair or replace such damaged or destroyed apartment units will exceed ten percent (10%) of the Purchase Price allocated to such Property (or 5% of a JV Interest), as reasonably as estimated by Sellers; or (iii) the Mortgagee of such Property shall require that insurance proceeds for such damage or destruction be used to pay down the mortgage debt, unless the Seller of such Property or JV Interest agrees to grant Purchaser a credit against the Purchase Price allocated to such Property or JV Interest in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required to terminate this Agreement pursuant to this Section shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice amount of such casualty. The provisions of this Section 10 shall survive the Closinginsurance proceeds.

Damage or Destruction. 3.3.1 Until the Closing Time, the Purchased Assets shall remain at the risk of Seller. In the event that the Property should be damaged of any damage to or destroyed by fire destruction of any Mill or any other casualty Purchased Asset (other than normal wear and tear) between the Effective Date and the Closing Date or if any of the Purchased Assets are appropriated, expropriated, or seized by any Governmental Authority between the Effective Date and the Closing Date (in any such case, a “Loss”), Seller shall give notice thereof to Buyer and Buyer shall have the option, exercisable by notice to Seller given within five (5) Business Days after Seller’s notice of such Loss: (a) To reduce the Purchase Price by an amount equal to (i) the estimated cost to repair or restore the Purchased Assets affected by such Loss (the “Affected Assets”) to substantially their condition immediately prior to the Closing Date, then Seller shall promptly provide Buyer with written notice occurrence of such casualty. If Loss or (ii) if the Affected Assets are destroyed or damaged beyond repair or are appropriated, expropriated, or seized, the replacement cost of repairing the Affected Assets and, in either case, to complete this transaction as provided in this Agreement, in which event all insurance proceeds or other compensation payable on account of such damageLoss shall be retained by Seller, as estimated or (b) To reduce the Purchase Price by an architect or contractor retained pursuant amount equal to the mutual agreement deductible amount under any policies of the Parties (the “Cost insurance covering such Loss, in which event all proceeds of Repairs”)insurance or other compensation for such Loss shall be payable to Buyer, is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing all right and claim of Seller in and to any such amounts shall proceed as scheduled be assigned and (iif previously received by Seller) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against at the Closing, and Buyer shall complete this transaction as provided in this Agreement without any additional reduction in the Purchase Price, or (c) at ClosingIf such Loss results in a failure of the condition set forth in Section 4.2.3, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entiretyaccordance with Section 8.1.2(b). 3.3.2 If Seller gives notice of a Loss pursuant to Section 3.3.1 within five (5) Business Days prior to the scheduled Closing Date, in which case the Deposit Closing shall be returned to Buyer without any further action required from either Party, Buyer postponed until the date which is five (5) Business Days after the later of (i) the date on which such notice is given by Seller and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceedsif applicable, plus the cash amount of all associated deductibles, date on which any reduction to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal is determined by an insurance adjuster pursuant to Section 3.3.3. 3.3.3 If Buyer elects to reduce the Cost of Repairs. The foregoing notwithstandingPurchase Price pursuant to Section 3.3.1(a), in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Seller and Buyer shall have negotiate in good faith in an effort to agree upon the option amount of such reduction. If they are unable to terminate this Agreement without regard to reach agreement within five (5) Business Days after notice of the Cost Loss is given by Seller, then the amount of Repairs. Any notice required to terminate this Agreement pursuant to this Section the reduction shall be delivered no later than thirty determined by an independent, qualified insurance adjuster selected by the parties (30) days following Buyer’s receipt of Seller’s notice of or, if they are unable to agree on such casualty. The provisions of this Section 10 shall survive selection, one appointed by the ClosingBankruptcy Court upon application by either party).

Damage or Destruction. In the event that (a) Buyer shall be bound to purchase the Property should be damaged or destroyed for the Purchase Price as required by fire or any other casualty prior the terms of this Agreement without regard to the Closing Date, then Seller shall promptly provide Buyer with written notice occurrence or effect of such casualty. If the cost of repairing such damage, as estimated by an architect any damage to or contractor retained pursuant to the mutual agreement destruction of the Parties improvements on the Real Property (the “Cost of RepairsContract Period Damage”), is or any temporary or permanent taking by a governmental entity of all or any portion of the Property (a) less than Two Hundred Thousand Dollars ($200,000“Condemnation”), then provided that upon the Closing close of escrow Buyer shall proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited receive a credit against the Purchase PricePrice in the amount of any insurance proceeds (plus the amount of any applicable deductible) at Closingor condemnation awards collected by Seller as a result of any such damage or destruction or Condemnation (less any costs of collection incurred by Seller and any amounts expended by Seller in repairing or restoring the Property), (ii) and that Seller shall assign to Buyer all right, title of Seller’s rights to such proceeds or awards (less any costs of collection incurred by Seller and interest any amounts expended by Seller in and to all claims and proceeds Seller may repairing or restoring the Property) as shall not have with respect to all policies of insurance relating been collected prior to the Property at Closingclose of escrow without any credit against the Purchase Price therefor, and (iii) whereupon Seller shall pay over have no further liability or obligation to Buyer all insurance proceeds collected after repair or replace the Closing by Seller promptly upon receipt thereof; or Property. (b) greater than Two Hundred Thousand Notwithstanding the foregoing, if the cost of repair, replacement or restoration of the Real Property attributable to Contract Period Damage exceeds Three Million and 00/100 Dollars ($200,0003,000,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entiretyby written notice to Seller given not more than ten (10) days following the event of damage, in which case destruction or condemnation and not later than one day prior to the Closing Date. Upon termination of this Agreement pursuant to this Section 9.1(b), the Title Company shall return to Buyer the Deposit shall be returned (with interest) and all rights and obligations hereunder of each party (other than the indemnity obligations set forth in Sections 2.3(a) and 9.2, the obligation under Section 2.3(b) to deliver to Seller copies of all reports regarding the Property furnished to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (y) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing documents made available by Seller promptly upon receipt thereofand copies thereof and the confidentiality provisions of Section 9.16) shall terminate. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to the Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have the option to terminate this Agreement without regard to the Cost of Repairs. Any notice required does not timely elect to terminate this Agreement pursuant to this Section 9.1(b), the provisions of Section 9.1(a) above shall be delivered no later than thirty (30) days following Buyer’s receipt of Seller’s notice of such casualty. The provisions of this Section 10 shall survive the Closingapplicable.