Common use of Damage Clause in Contracts

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.

Damage. Risk If prior to Closing, all or any portion of loss with respect to the Real Property up is damaged, destroyed or condemned (collectively the "Damage") by fire, natural elements, or other causes beyond Seller's control, then the following procedures shall apply: (a) If the Damage is not Material (hereinafter defined), Buyer shall proceed to close and including purchase the Closing Date Property as diminished by such Damage and Buyer shall be borne entitled to receive all insurance proceeds or condemnation proceeds received by or for Seller by the date of Closing which shall be paid by Seller to Buyer at Closing. If the amount of said casualty insurance or condemnation proceeds is not settled by the date of Closing, Seller shall execute at or after Closing all proofs of loss, assignments of claim and other similar instruments in order that Buyer may receive all of Seller's right, title and interest in and under said insurance or condemnation proceeds. Seller shall promptly also give Buyer written notice a credit against the balanced of any damage the Sales Price due at Closing equal to the Facilitydeductible applicable to such destruction or damage under Seller's insurance policy. Further, describing such damageto the extent the Buyer is not made whole after application of the insurance proceeds and a credit of the deductible at Closing, stating whether such damage and loss Seller shall pay to Buyer, within five (5) days of rents is covered by insurance and Buyer's demand, any additional amount necessary to complete the estimated actual cost of repairing repair, resulting from such damage. In casualty or condemnation. (b) If the event of any material damage (described below) to Damage is Material, then either Buyer or destruction Seller may terminate and cancel the purchase of the Facility or any portion thereofProperty, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall Xxxxxxx Money will be returned to Buyer and no neither party hereto shall have any further rights against or obligations hereunder, except as expressly set forth herein, or (ii) proceed to the other under this Agreement as to all of the Property, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageexcept as expressly set forth herein. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller (with a copy to Escrow Holder) given within ten (10) business days Business Days after Seller has provided the above described notice to notifies Buyer together with all relevant information concerning the nature and extent in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit and all interest earned thereon shall be returned (less the Independent Contract Consideration) to Buyer and no party the parties shall have any no further obligations hereunderhereunder (except the indemnity obligations of each party, except as expressly which shall survive indefinitely and any other obligations set forth hereinherein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement as to all with no adjustment of the PropertyPurchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause elects (ii) above, Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Facility Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (Aii) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costsabove. “Material damage” and “materially Materially damaged” means, means damage (w) resulting in the Property not complying with respect all legal requirements applicable to the FacilityProperty, damage (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in BuyerSeller’s reasonable estimation, will take longer than ninety (90) 120 days to repair or restorerepair.

Damage. Risk All risk of loss with respect to the Real Building F Property up shall remain with the Building F Owner until the Building F Closing and delivery of a deed vesting title in Purchaser, when full risk of loss with respect to and including the Closing Date Building F Property shall be borne by Sellerpass to Purchaser. Seller shall promptly give Buyer Purchaser written notice of any damage to the FacilityBuilding F Property to the extent known to Seller, describing if the cost to repair such damage, stating as reasonably estimated by Seller, exceeds Fifteen Thousand Dollars ($15,000). Such notice shall describe, to the extent known to Seller, the scope of such damage, whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In With respect to any damage that is not material (as defined below), the event parties shall proceed to close on the Building F Property, and Seller shall, to the extent required under Section 9 of the Existing Building F Lease, begin repairs prior to the Building F Closing out of any material insurance proceeds received by Seller for the damage, and Seller shall transfer and assign any remaining insurance proceeds or rights thereto to Purchaser at the Building F Closing (subject to Seller’s right under the Building F Lease to use such insurance proceeds for cost of such repairs). To the extent any damage is material, Purchaser may elect (described belowin its sole discretion) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent Purchaser is notified of such damage (provided that such notice period shall not extend the Building F Closing Date) to proceed in the same manner as in the case of damage that is not material or to terminate this Agreement with respect to the Building F Property, provided, however, if Purchaser terminates this Agreement with respect to the Building F Property, Seller may elect to cover any shortfall in insurance proceeds and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): reaffirm its intention to: (i) terminate this Agreementlease the Building F Property; (ii) pay all Rent (as defined in the Building F Lease) as such Rent becomes due and owing under the Building F Lease; and (iii) waive any claim to offsets, defenses or abatement of such Rent, in which event Purchaser shall proceed to close on the Deposit Building F Property. Damage as to any one or multiple occurrences is material if the cost to repair the damage, as reasonably estimated by Seller’s contractor (if Seller has engaged a contractor to perform the work), and all interest earned thereon otherwise by a contractor approved by both Purchaser and Seller, acting reasonably, exceeds Seven Hundred and Fifty Thousand Dollars ($750,000). In the event the Closing occurs pursuant to Section 9.1, the foregoing obligations shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under survive the termination of this Agreement as to all of and the Property, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageSellers except as expressly set forth herein. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller Sellers (with a copy to Escrow Holder) given within ten (10) business days Business Days after Seller has provided the above described notice to Sellers notify Buyer together with all relevant information concerning the nature and extent in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit and all interest earned thereon shall be returned to Buyer and no party the parties shall have any no further obligations hereunderhereunder (except the indemnity obligations of each party, except as expressly which shall survive indefinitely and any other obligations set forth hereinherein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement as to all with no adjustment of the PropertyPurchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller Sellers as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Facility Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (Aii) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costsabove. “Material damage” and “materially Materially damaged” means, means damage (w) resulting in the Property not complying with respect all legal requirements applicable to the FacilityProperty, damage (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s Sellers’ reasonable estimation, will take longer than ninety (90) 120 days to repair or restorerepair.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice notify Purchaser of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageProperty or any portion thereof. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer Purchaser may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described Purchaser receives notice to Buyer together with all relevant information concerning the nature and extent of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer Purchaser the full ten (10) business day period to make such election): (ia) terminate this AgreementAgreement and the Deposit, in other than the Independent Consideration which event the Deposit and all interest earned thereon shall be delivered to Seller, shall be immediately returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, Purchaser or (iib) proceed under this Agreement as to all of the PropertyAgreement, receive any insurance proceeds (including including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance. If Buyer Purchaser fails to timely make such electionexercise its option pursuant to the immediately preceding sentence, Buyer Purchaser shall be deemed to have elected to proceed under clause (iib) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing by assignment and will cooperate with Purchaser after the Facility Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. In the event of any damage that is not materially damagedmaterial damage, then (A) Buyer Purchaser shall not have the right to terminate this Agreement, (B) but Seller shall, shall credit and/or assign to Purchaser at Closing the extent requested net insurance proceeds for such damage and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer Purchaser shall receive a credit at closing for any deductible amount under Seller’s casualty insurance proceeds (including any rent loss insurance applicable to any period on and after but not more than the Closing Date) due Seller as a result amount of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyerdamage), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” meansmeans damage which will cost more than $500,000 to repair or, with respect to in the Facilitycase of an uninsured loss, damage (x) which, in Buyer’s reasonable estimation, exceeds which will cost more than $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days 100,000 to repair or restorein each case as reasonably determined by Purchaser.

Damage. Risk All risk of loss with respect to the Real Fee Property up to and including shall remain with Seller until the Closing Date and delivery of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Fee Property shall be borne by Sellerpass to Purchaser. Seller shall promptly give Buyer Purchaser written notice of any damage to the FacilityFee Property if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In If non-material damage occurs, then the event 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 Purchaser at the Closing (subject to the Seller’s right under the New Leases to use such insurance proceeds for the cost of such repairs). To the extent any damage is material damage (described as defined below), Purchaser may elect (in its sole discretion) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent Purchaser is notified of such damage (and if necessary the Closing Date shall be extended extended, if necessary, to give Buyer the full Purchaser such ten (10) business day period to make respond to such election): (inotice) to proceed in the same manner as in the case of damage that is not material or to terminate this Agreement. If Purchaser terminates this Agreement after material damage occurs, in which event the Deposit and all interest earned thereon Xxxxxxx Money shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement Purchaser. Damage as to all any one or multiple occurrences is material if the cost 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 Purchaser and Seller, acting reasonably, exceeds Seven Hundred and Fifty Thousand Dollars ($750,000). An affiliate of Seller may be engaged as Seller’s contractor, provided Seller discloses the Property, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result relationship of such damage or destruction and assume responsibility for such repair. If Buyer fails affiliate to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restorePurchaser.

Damage. Risk of loss with respect If, prior to the Real Closing, all or any portion of the Property up to and including the Closing Date shall be borne is damaged by Seller. fire or any other cause whatsoever, Seller shall promptly give Buyer written notice of such damage. i. If (i) the cost for repairing such damage is equal to or less than $100,000.00 (as reasonably determined by Seller's independent insurer), (ii) the damage does not result in the termination of a Lease by any Tenant, and (iii) the damage does not result in the loss of material access to the FacilityProperty or any of the Improvements , describing then Buyer shall have the right at Closing to receive the amount of the deductible plus all insurance proceeds received by Seller as a result of such damageloss, stating whether or an assignment of Seller's rights to such insurance proceeds, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage and or to replace the Property. ii. If (i) the cost for repairing such damage is greater than $100,000.00 (as reasonably determined by Seller's independent insurer), (ii) the damage results in the termination of a Lease by any Tenant, or (iii) the damage results in the loss of rents is covered by insurance and material access to the estimated cost of repairing such damage. In the event of Property or any material damage (described below) to or destruction of the Facility or any portion thereofImprovements , then Buyer may, at its shall have the option, exercisable by written notice delivered to Seller given within ten five (105) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage Business Days (and if necessary the Closing Date shall be extended to give Buyer allow for such five (5) Business Day time period) after Seller's notice of damage to Buyer, either (a) to receive the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all amount of the Property, receive any deductible plus all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due received by Seller as a result of such loss, or an assignment of Seller's rights to such insurance proceeds, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage or destruction to replace the Property; or (b) to terminate this Agreement. If Buyer elects to terminate this Agreement, Buyer shall give notice to Seller thereof , the Deposit shall be returned to Buyer, and assume responsibility thereafter neither party will have any further rights or obligations hereunder, except for such repairany obligations that expressly survive termination. If Buyer fails to timely make notify Seller within such electionfive (5) Business Day period of Buyer's election to terminate this Agreement, then Buyer shall be deemed to have elected option (a), and Buyer and Seller shall proceed to proceed under clause (ii) above. If Closing in accordance with the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate terms and conditions of this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice notify Purchaser of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageProperty or any portion thereof. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer Purchaser may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described Purchaser receives notice to Buyer together with all relevant information concerning the nature and extent of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer Purchaser the full ten (10) business day period to make such election): (ia) terminate this Agreement, in which event the Deposit and all interest earned thereon entire Deposit, other than the Independent Consideration, shall be returned by Title Company to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, Purchaser; or (iib) proceed under this Agreement as to all of the PropertyAgreement, receive any insurance proceeds (including including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any reasonable amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If Buyer Purchaser fails to timely make such electionexercise its option with the time provided by the immediately preceding sentence, Buyer Purchaser shall be deemed to have elected to proceed under clause (iib) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing and will cooperate with Purchaser after the Facility Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. If the Property is damaged but the damage is not materially damagedmaterial damage, then (A) Buyer Purchaser shall not have the right to terminate this Agreement, (B) but Seller shall, to the extent requested and directed by Buyer, shall at its cost fully repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceedsPurchaser or, and (C) at if repairs cannot reasonably be completed before the Closing, Buyer credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at Closing for any deductible amount under said insurance proceeds policies (including any rent loss insurance applicable to any period on and after but not more than the Closing Date) due Seller as a result amount of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyerdamage), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially Materially damaged” means, with respect to the Facility, means damage (x) which, in Buyer’s reasonable estimation, exceeds which will reasonably cost more than $150,000 1,000,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageSellers except as expressly set forth herein. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller Sellers (with a copy to Escrow Holder) given within ten (10) business days Business Days after Seller has provided the above described notice to Sellers notify Buyer together with all relevant information concerning the nature and extent in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer's notice to terminate this Agreement, return the Deposit and all interest earned thereon shall be returned to Buyer and no party the parties shall have any no further obligations hereunderhereunder (except the indemnity obligations of each party, except as expressly which shall survive indefinitely and any other obligations set forth hereinherein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement as to all with no adjustment of the PropertyPurchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller Sellers as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer fails elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers' insurers. If the Property is damaged, but not materially damaged, then the parties shall proceed to timely make such election, Buyer shall be deemed to have elected to proceed under Closing as provided in clause (ii) above. If "Material damage" and "Materially damaged" means damage (w) resulting in the Facility is Property not materially damagedcomplying with all legal requirements applicable to the Property, then (Ax) Buyer shall not have reasonably exceeding $200,000 or (y) that entitles any tenant of the right Property to terminate this Agreementits Lease, or (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (xz) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, 's or (y) which, in Buyer’s Sellers' reasonable estimation, will take longer than ninety (90) 90 days to repair or restorerepair.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten five (105) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten five (105) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the FacilityProperty, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event Agreement and the Deposit and all interest earned thereon Xxxxxxx Money shall be immediately returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth hereinBuyer, or (ii) proceed under this Agreement as to all of the PropertyAgreement, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller or Buyer under the insurance carried by Buyer as tenant of the Property as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause terminate this Agreement as provided above. If Buyer elects (ii) above, Buyer may extend the Closing Date for the Property for up to an additional thirty (30) day period in which to obtain insurance settlement agreements with Buyer's insurers, and Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller's insurers. If the Facility Property is not materially damaged, then (Ai) Buyer shall not have the right to terminate this Agreement, (Bii) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceedsBuyer, and (Ciii) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destructiondestruction and Buyer shall receive a credit at Closing for any deductible, uninsured or co-insured amount under said insurance policies. To the extent Seller has incurred reasonable market based costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “"Material damage” " and “materially "Materially damaged” " means, with respect to the FacilityProperty, damage (x) which, in Buyer’s 's reasonable estimation, estimation exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore100,000.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer Purchaser may, at its option, by notice to Seller given within ten (10) business 10 days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent notifies Purchaser of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer Purchaser the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Agreement and the Deposit and all interest earned thereon Exxxxxx Money shall be immediately returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth hereinPurchaser, or (ii) proceed under this Agreement as to all of the PropertyAgreement, receive any insurance proceeds, or an assignment thereof if such proceeds are unavailable (including any rent loss insurance applicable to any period on and after the Closing Date) ), due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible or coinsured amount under said insurance policies and any additional amounts necessary, in Purchaser’s reasonable judgment, to complete such repairs. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause Purchaser elects (ii) above, Purchaser may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will cooperate with Purchaser in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Facility Property is not materially damaged, then (A) Buyer Purchaser shall not have the right to terminate this AgreementAgreement so long as Seller undertakes, (B) Seller shallat its cost, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing Purchaser or, if repairs cannot be completed before the Closing, to assign to Purchaser at Closing any available insurance proceedsproceeds for such repair, and (C) credit Purchaser at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such coststhe applicable deductible plus any additional cost to complete the repair. “Material damage” and “materially Materially damaged” means, with respect means damage reasonably exceeding $25,000 to the Facility, damage (x) repair or which, in Buyer’s the reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimationestimation of a mutually acceptable third party contractor, will take longer than ninety (90) 30 days to repair or restorerepair.

Damage. Risk In the event of loss with respect “damage” to the Real Property up or any portion thereof prior to and including the Closing Date shall be borne by Seller. Closing, which is “major” (as such terms are hereinafter defined) then Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damagenotify Purchaser thereof. In the event of any material damage such major damage, Purchaser may elect to proceed with the Closing (described belowsubject to the other provisions of this Agreement) to or destruction of the Facility or any portion thereof, Buyer may, at its option, may terminate this Agreement by delivering written notice thereof to Seller given within ten (10) business days after Seller has provided Purchaser’s receipt of Seller’s notice respecting the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full damage. If, within ten (10) business day period days of receipt of Seller’s notice respecting such major damage, Purchaser delivers written notice of termination of this Agreement to make such election): (i) Seller, this Agreement shall terminate, all Xxxxxxx Money shall be returned to Purchaser and neither party hereto shall have any further rights, obligations or liabilities hereunder, except those indemnities, rights and obligations which, under the terms hereof, expressly survive termination of this Agreement. If Purchaser does not timely elect to terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party Purchaser shall have any no further obligations hereunder, except as expressly set forth herein, or (ii) proceed under right to terminate this Agreement as a result of the damage and in such event, Seller shall pay over or assign to Purchaser at Closing all of Seller’s right, title and interest in and to all of insurance claims with respect to the Property, receive any damage and all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards payable as a result of such damage or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to that have elected to proceed under clause (ii) abovenot been paid on account of Monetary Liens. If the Facility damage is not materially damagedmajor, then (A) Buyer shall Purchaser may not have the right to terminate this AgreementAgreement and Seller shall pay over or assign to Purchaser at Closing all of Seller’s right, (B) Seller shall, title and interest in and to all insurance claims with respect to the extent requested damage and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards payable as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs that have not been assumed by Buyer)paid on account of Monetary Liens. Purchaser shall receive a credit at the Closing for the amount of any deductible under any of Seller’s insurance policies, Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restoreas applicable.

Damage. Risk of loss with respect to the Real The Property up to and including the Closing Date shall be borne by Seller. Seller Owners shall promptly give Buyer Regency written notice of any damage to the Facilitytheir respective Properties, describing such damage, stating damage whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of If such damage (and if necessary would not have a Material Adverse Effect on the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): damaged Property, (i) terminate this Agreementthe respective Property Owner owning the Property in question shall, in which event to the Deposit and all interest earned thereon shall be returned extent possible, begin repairs prior to Buyer and no party shall have any further obligations hereunderthe First Closing, except as expressly set forth herein, or (ii) proceed under this Agreement as to at the First Closing the Partnership shall receive all of the Property, receive any insurance proceeds not applied to cure the damage with respect to such Property prior to the First Closing (including any rent loss insurance applicable to any period on from and after the Closing DateFirst Closing) due Seller to a Property Entity for the damage, together with an assignment of any unsettled insurance claim, and in the case of a Property owned by a Joint Venture, such Joint Venture shall not assign, transfer or encumber any such unapplied proceeds and unsettled insurance claim, (iii) any uninsured damage, coinsurance or deductible and any rent abatement not covered by rent loss insurance proceeds delivered to a Property Owner, as reasonably estimated by Regency, shall be credited to the Partnership at the First Closing, and (iv) and, in the case of a result Property owned by a Property Entity, the Partnership shall assume the responsibility for the repair after the First Closing. The Partnership shall be entitled to any excess of the proceeds of the respective Property Entity's insurance over and above the actual cost of repair and restoration. If such damage is likely to have a Material Adverse Effect on the damaged Property which cannot be substantially remedied by applying insurance proceeds to cure the Material Adverse Effect ("Unremedied Material Damage"), Regency may elect, subject to the satisfaction or waiver by Regency of the condition to the First Closing set forth in Section 8.1.1 (aggregate assets), by notice to the respective Property Owner as to the Property in question given within 20 Business Days after Regency is notified of such damage or destruction (and assume responsibility for the Closing as to such repair. If Buyer fails to timely make such election, Buyer Property shall be deemed extended, if necessary, to have elected give Regency such 20 Business Day period to respond to such notice) to (i) proceed under in the same manner as in the case of damage that is not material, receiving a credit at the Closing equal to the amount by which the Contribution Value of such Property as set forth on Schedule 2.1 is reduced by such damage, or (ii) elect not to acquire the Property in question and receive a credit for the Contribution Value of such Property as set forth in Schedule 2.1 against consideration required to be delivered by Regency at the Closing. In the case of damage that does not constitute an Unremedied Material Damage, Regency's remedy shall be limited to receiving a credit pursuant to clause (i) in the preceding sentence. Any Property which Regency so elects not to acquire pursuant to clause (ii) above. If the Facility is not materially damaged, then (A) Buyer above shall not have the right be an Excluded Asset and shall no longer be subject to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageexcept as expressly set forth herein. In the event of any material damage (described below) Material Damage to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller (with a copy to Escrow Holder) given within ten (10) business days Business Days after Seller has provided the above described notice to notifies Buyer together with all relevant information concerning the nature and extent in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit and all interest earned thereon shall be returned to Buyer and no party the parties shall have any no further obligations hereunderhereunder (except the indemnity obligations of each party, except as expressly which shall survive indefinitely and any other obligations set forth hereinherein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement as to all with no adjustment of the PropertyPurchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause elects (ii) above, Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Facility Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (Aii) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costsabove. “Material damage” and “materially Materially damaged” means, means damage (w) resulting in the Property not complying with respect all legal requirements applicable to the FacilityProperty, damage (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in BuyerSeller’s reasonable estimation, will take longer than ninety (90) 120 days to repair or restorerepair.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business 10 days after Seller has provided the above described notice to notifies Buyer together with all relevant information concerning the nature and extent of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Agreement by written notice to Seller and Escrow Agent and the Deposit and all plus accrued interest earned thereon shall be immediately returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth hereinBuyer, or (ii) proceed under this Agreement as to all of the PropertyAgreement, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause elects (ii) above, Buyer may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Facility Property is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) but Seller shall, to the extent requested and directed by Buyerat its cost, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at or if repairs cannot be completed before the Closing, credit Buyer shall receive any insurance proceeds (including any rent loss insurance applicable at Closing for the reasonable cost to any period on and after complete the Closing Date) due Seller as a result of such damage or destructionrepair. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “"Material damage” " and “materially "Materially damaged” means, with respect to the Facility, " means damage (x) whichreasonably exceeding Two Hundred Thousand Dollars ($200,000.00), in Buyer’s reasonable estimation, exceeds $150,000 (y) that entitles Tenant to repairterminate the Lease, or (yz) which, in Buyer’s reasonable estimation, will take longer than ninety (90) 90 days to repair or restorerepair.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageexcept as expressly set forth herein. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller (with a copy to Escrow Holder) given within ten five (105) business days Business Days after Seller has provided the above described notice to notifies Buyer together with all relevant information concerning the nature and extent in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business 5-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit and all interest earned thereon shall be returned (less the Independent Contract Consideration) to Buyer and no party the parties shall have any no further obligations hereunderhereunder (except the indemnity obligations of each party, except as expressly which shall survive indefinitely and any other obligations set forth hereinherein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement as to all with no adjustment of the PropertyPurchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause elects (ii) above, Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Facility Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (Aii) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costsabove. “Material damage” and “materially Materially damaged” means, means damage (w) resulting in the Property not complying with respect all legal requirements applicable to the FacilityProperty, damage (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in BuyerSeller’s reasonable estimation, will take longer than ninety (90) 120 days to repair or restorerepair.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility Improvements or any portion thereof, Buyer Purchaser may, at its option, option by notice to Seller given within ten five (105) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent notifies Purchaser of such damage or destruction (and and, if necessary necessary, the Closing Date shall be extended to give Buyer Purchaser the full ten five (105) business day period to make such election): ), either (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the PropertyAgreement, receive any insurance proceeds (including any assignable rent loss insurance insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under applicable liability insurance policies. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause Purchaser elects (ii) above, Purchaser may extend the Closing Date for up to an additional five (5) period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will reasonably cooperate with Purchaser in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Facility is Improvements are not materially damaged, then (A) Buyer Purchaser shall not have the right to terminate this Agreement, (B) but Seller shall, to the extent requested and directed by Buyerat its cost, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceedsPurchaser or, and if repairs cannot be completed before the Closing or if Seller otherwise elects not to commence or complete such repairs, credit Purchaser at Closing for the reasonable cost to complete the repair (C) at Closing, Buyer shall receive any exclusive of insurance proceeds (including any rent loss insurance applicable paid or to any period on and after be paid). For the Closing Date) due Seller as a result purposes of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer)this Agreement, Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material material damage” and “materially damaged” means, with respect means damage estimated to cost five percent (5%) or more of the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 Purchase Price to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.

Damage. Risk In the event of loss with respect "damage" to the Real Property up or any portion thereof prior to and including the Closing Date shall be borne by Seller. Closing, which is "major" (as such terms are hereinafter defined) then Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damagenotify Purchaser thereof. In the event of any material damage such major damage, Purchaser may elect to proceed with the Closing (described belowsubject to the other provisions of this Agreement) to or destruction of the Facility or any portion thereof, Buyer may, at its option, may terminate this Agreement by delivering written notice thereof to Seller given within ten (10) business days after Seller has provided Purchaser's receipt of Seller's notice respecting the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full damage. If, within ten (10) business day period days of receipt of Seller's notice respecting such major damage, Purchaser delivers written notice of termination of this Agreement to make such election): (i) Seller, this Agreement shall terminate, all Exxxxxx Money shall be returned to Purchaser and, except for obligations of the parties which survive termination of this Agreement the parties shall have no further obligations hereunder. If Purchaser does not timely elect to terminate this AgreementAgreement (subject to any lender's refusal to pay insurance proceeds or condemnation awards to Seller, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party Purchaser shall have any ten ( 10) days from receipt of notice of such refusal to elect whether to terminate this Agreement), Purchaser shall have no further obligations hereunder, except as expressly set forth herein, or (ii) proceed under right to terminate this Agreement as to all a result of the Propertydamage and in such event, receive any Seller shall pay over or assign to Purchaser at Closing all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards payable as a result of such damage or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed pay any insurance deductible due under clause (ii) aboveSeller's insurance policy(ies). If the Facility damage is not materially damagedmajor, then (A) Buyer shall Purchaser may not have the right to terminate this Agreement, (B) Agreement and Seller shall, shall pay over or assign to the extent requested and directed by Buyer, repair the damage before the Purchaser at Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards payable as a result of such damage and pay any insurance deductible due under Seller's insurance policy(ies). In the event the damage is not major and prior to Closing sufficient insurance proceeds are not received or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed committed in writing by Buyer (which costs have not been assumed by Buyer)the insurance carrier sufficient to repair any damage, Seller shall repair such damage by Closing to Purchaser's reasonable satisfaction to the condition that existed prior to such damage or give Purchaser a credit at Closing in an amount sufficient to pay for the cost unpaid as of Closing for repair of the applicable damage (i.e. to restore the Property to substantially the same condition as immediately before such casualty), such amount to be paid a determined by an architect or other appropriate professional selected by Purchaser and approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed. Any assignment by Seller to Purchaser of insurance proceeds respecting loss of rental income, shall be limited to that portion of such proceeds attributable to periods after Closing. Seller agrees that the assignment of insurance proceeds in contemplated under this Section 7.1 shall include, without limiting the generality of the foregoing assignment, insurance proceeds from any loss of income or rents insurance policy maintained by Seller. The Closing shall be extended for a period of up to an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage additional thirty (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (9030) days in the event any lender fails to repair make a decision regarding any insurance proceeds or restorecondemnation awards on or before the then scheduled Closing Date.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageSellers except as expressly set forth herein. In the event of any material damage “Material Damage” (described as defined below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller Sellers (with a copy to Escrow Holder) given within ten (10) business days Business Days after Seller has provided the above described notice to Sellers notifies Buyer together with all relevant information concerning the nature and extent in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit and all interest earned thereon shall be returned (less the Independent Contract Consideration) to Buyer and no party the parties shall have any no further obligations hereunderhereunder (except the indemnity obligations of each party, except as expressly which shall survive indefinitely and any other obligations set forth hereinherein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement as to all with no adjustment of the PropertyPurchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller Sellers as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Facility Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (Aii) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costsabove. “Material damage” and “materially Materially damaged” means, means damage (w) resulting in the Property not complying with respect all legal requirements applicable to the FacilityProperty, damage (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s Sellers’ reasonable estimation, will take longer than ninety (90) 150 days to repair or restorerepair.

Damage. Risk All risk of loss with respect to the Real Property up to and including shall remain with Seller until the Closing Date and delivery of the deed vesting title in Purchaser, when full risk of loss with respect to the Property shall be borne by Sellerpass to Purchaser. Seller shall promptly give Buyer Purchaser written notice of any damage to the FacilityProperty, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In If such damage is not material, then (i) Seller shall, to the event extent possible, begin repairs prior to the Closing out of any material damage insurance proceeds received by Seller for the damage, (described belowii) to or destruction at Closing, Purchaser shall receive a credit, net of any proceeds placed in escrow for such purpose established with Prudential as the lender of the Facility or Parcel B Loan, for one hundred and twenty-five percent (125%) of the remaining cost to complete the restoration, as reasonably estimated by Seller's contractor (which shall be subject to Purchaser's reasonable approval) and Seller's contractor will be allowed to complete its work, if done so in a commercially reasonable manner, and (iii) Purchaser shall assume the responsibility for the repair after the Closing (it being understood that upon such completion and the payment of any portion thereofamounts incurred in connection therewith, Buyer mayPurchaser shall return to Seller any excess amounts credited to Seller at Closing for such restoration work, at its optionto the extent not required to be applied to effect the completion of the restoration). If such damage is material, Purchaser may elect by notice to Seller given within ten (10) business 10 days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent Purchaser is notified of such damage (and if necessary the Closing Date shall be extended extended, if necessary, to give Buyer the full ten (10) business Purchaser such 10 day period to make respond to such election): (inotice) to proceed in the same manner as in the case of damage that is not material or to terminate this Agreement, in which event the Deposit and all interest earned thereon Xxxxxxx Money shall be returned to Buyer and no party Purchaser. If damage constituting material damage is not covered by Seller's existing insurance, then Seller shall have any further obligations hereunder, except as expressly set forth herein, not be obligated to restore the damage or (ii) proceed under this Agreement to credit Purchaser for the cost of restoration. Damage as to all of any one or multiple occurrences is material if the Propertycost to repair the damage, receive any insurance proceeds as reasonably estimated by Seller's contractor (including any rent loss insurance applicable if Seller has engaged a contractor to any period on perform the work), and after the Closing Date) due Seller as otherwise by a result of such damage or destruction contractor approved by both Purchaser and assume responsibility for such repairSeller, acting reasonably, exceeds $500,000. If Buyer fails to timely make such election, Buyer Purchaser further shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair characterize damage as material if the damage before the Closing in a manner reasonably satisfactory entitles any tenant to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due terminate its Lease. An affiliate of Seller may be engaged as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restoreSeller's contractor.

Damage. Risk of loss with respect Seller assumes all risks and liability for damage to or injury occurring to the Real Property up to and including by fire, storm, accident, or any other casualty or cause until the Closing Date shall be borne by Sellerhas been consummated. Seller shall promptly give Buyer written notice If the Property, or any part thereof, suffers any damage prior to the Closing from fire or other casualty that either (a) the cost to repair or restore is equal to or greater than $1,000,000 or (b) gives rise to a right of any damage tenant under a Lease to the Facilityterminate its Lease which is exercised, describing such damageor not waived, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage Purchaser may either at or prior to Closing (described below) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (ic) terminate this Agreement, in which event the Deposit and all interest earned thereon Xxxxxxx Money shall be returned refunded to Buyer Purchaser, and no neither party shall have any further right or obligation hereunder (other than with respect to obligations hereunder, except as hereunder that expressly set forth hereinsurvive the termination of this Agreement), or (iid) proceed under this Agreement as to consummate the Closing, in which latter event all of Seller's right, title and interest in and to the Property, receive proceeds of any insurance proceeds covering such damage (including any Seller's rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shallinsurance, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (Cassignable) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in plus an amount equal to Seller's deductible under its insurance policy (less any portion of such costsproceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date, all of which shall be payable to Seller) shall be assigned to Purchaser at the Closing. “Material damage” and “materially damaged” meansIf the Property, with respect or any part thereof, suffers any damage from a fire or other casualty prior to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days Closing that the cost to repair or restorerestore is less than $1,000,000 and does not give rise to any tenant under a Lease to terminate its lease that is exercised or not waived , Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy (provided that Seller’s insurer acknowledges and agrees to the assignment) and there shall be no reduction in the Purchase Price.

Damage. Risk of loss with respect If, prior to the Real Settlement, a Portfolio Property up is destroyed or damaged to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of extent, then Purchaser shall have the Facility or any portion thereof, Buyer may, at its option, which must be exercised by notice to Seller given within it on the earlier of ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage or destruction or the Settlement Date, to (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (ia) terminate this AgreementAgreement with respect to such Portfolio Property by giving written notice thereof to Seller before Settlement, in which event the Deposit and allocated to such Portfolio Property, together with all interest earned thereon accrued thereon, shall be returned paid to Buyer and no party shall have any further obligations hereunder, except as expressly set forth hereinPurchaser, or (iib) proceed under this Agreement as with the Settlement. If Purchaser elects to proceed with the Settlement then the Settlement shall proceed, without any reduction in the Purchase Price and subject to the other provisions hereof, but Purchaser shall be entitled to any and all of the Property, receive any insurance proceeds (including any rent loss insurance applicable previously paid to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility (plus a credit against the cash portion of the Purchase Price for the amount of any deductible maintained by Seller with respect to such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (iipolicy) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shalland, to the extent requested the same may be necessary or appropriate, Seller shall assign to Purchaser, at Settlement, all of Seller’s rights to such proceeds. If, prior to Settlement, a Portfolio Property is destroyed or damaged, but not to a material extent, then the Settlement shall proceed without any reduction in the Purchase Price and directed by Buyersubject to the other provisions hereof, repair the damage before the Closing in a manner reasonably satisfactory but Purchaser shall be entitled to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any all insurance proceeds (including any rent loss insurance applicable payable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To damages and destruction (plus a credit against the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a cash portion of such insurance proceeds in an the Purchase Price for the amount equal to such costs. “Material damage” and “materially damaged” means, of any deductible maintained by Seller with respect to such policy), as set forth above. Damages to or destruction of a Portfolio Property shall be deemed not material if (a) the FacilityPortfolio Property can be repaired or replaced for a cost not to exceed five percent (5%) of the allocated Schedule 1 Purchase Price for such Portfolio Property, damage and (xb) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, the number of rental apartment units damaged or destroyed is less than five percent (y5%) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restoreof the total number of units at such Portfolio Property.

Damage. Risk of loss with respect to the Real Property up to and including the Closing Date Tenant shall be borne by Seller. Seller shall promptly give Buyer immediate written notice to Landlord of any damage caused to the Facility, describing such damage, stating whether such damage and loss of rents is covered Leased Premises by insurance and the estimated cost of repairing such damagefire or other casualty. In the event of any material damage (described below) to the Leased Premises are damaged or destruction of the Facility destroyed by fire or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature other casualty insurable under standard fire and extent of such damage (extended coverage insurance and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is Landlord does not materially damaged, then (A) Buyer shall not have the right elect to terminate this AgreementLease as hereinafter provided, (B) Seller shall, Landlord shall proceed with reasonable diligence and at its own cost and expense to rebuild and repair the Leased Premises to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any of available insurance proceeds. In the event: (a) the Building in which the Leased Premises are located shall be destroyed or substantially damaged by a casualty not covered by Landlord’s insurance; (b) the Building or the Leased Premises be destroyed or rendered untenantable to an extent in excess of fifty percent (50%) of the floor area; or (c) the holder of a mortgage, deed of trust or other lien on the Leased Premises at the time of the casualty elects, pursuant to such mortgage, deed of trust or other lien, to require the use of part of Landlord’s insurance proceeds to the satisfaction of all or part of the indebtedness secured by the mortgage, deed of trust, or other lien, then Landlord may elect to terminate this Lease or to proceed to rebuild or repair the Leased Premises. Landlord shall give written notice to Tenant of such an election within thirty (30) days after the occurrence of such casualty, and (C) if it elects to rebuild and repair shall proceed to do so with reasonable diligence and at Closingits sole cost and expense. Notwithstanding anything to the contrary in the foregoing, Buyer if the damage not covered by Landlord’s insurance is caused by an act or omission of Tenant or Tenant’s agents, contractors or employees, Tenant shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of repair such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested promptly at Tenant’s sole cost and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restoreexpense.