Common use of Damage Clause in Contracts

Damage. All risk of loss with respect to the Fee Property shall remain with Seller until the Closing and delivery of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Fee Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Fee Property if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If non-material damage occurs, then the parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs prior to the Closing out of any insurance proceeds received by Seller for the damage, and shall transfer and assign any remaining insurance proceeds or rights thereto to 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 (as defined below), Purchaser may elect (in its sole discretion) by notice to Seller given within ten (10) days after Purchaser is notified of such damage (and the Closing shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such notice) 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, the Xxxxxxx Money shall be returned to Purchaser. 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 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 relationship of such affiliate to Purchaser.

Damage. All risk Risk of loss with respect to the Fee Real Property shall remain with Seller until up to and including the Closing and delivery of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Fee Property Date shall pass to Purchaserbe borne by Seller. Seller shall promptly give Purchaser Buyer written notice of any damage to the Fee Property if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000)Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. If non-In the event of any material damage occurs(described below) to or destruction of the Facility or any portion thereof, then the parties shall proceed to close this transactionBuyer may, and Seller shallat its option, 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 (as defined below), Purchaser may elect (in its sole discretion) by notice to Seller given within ten (10) business days after Purchaser is notified 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, if necessary, extended to give Purchaser such Buyer the full ten (10) business day period to respond 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 notice) 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 in under clause (ii) above. If the same manner as in the case of damage that Facility is not material or 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. If Purchaser terminates this Agreement after material damage occursTo 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), the Xxxxxxx Money Seller shall be returned paid a portion of such insurance proceeds in an amount equal to Purchasersuch costs. Damage as “Material damage” and “materially damaged” means, with respect to any one the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or multiple occurrences is material if the cost (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days 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 relationship of such affiliate to Purchaseror restore.

Damage. All risk of loss with respect If prior to the Fee Property shall remain with Seller until the Closing and delivery Closing, all or any portion of the Deed Real Property is damaged, destroyed or condemned (as defined belowcollectively the "Damage") vesting title in Purchaserby fire, when full risk of loss with respect to the Fee Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Fee Property if the cost to repair such damagenatural elements, as reasonably estimated by or other causes beyond Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If non-material damage occurs's control, then the parties following procedures shall apply: (a) If the Damage is not Material (hereinafter defined), Buyer shall proceed to close this transactionand purchase the Property as diminished by such Damage and Buyer shall be 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 shallshall also give Buyer a credit against the balanced of the Sales Price due at Closing equal to the deductible applicable to such destruction or damage under Seller's insurance policy. Further, to the extent possible, begin repairs prior to the Closing out Buyer is not made whole after application of any the insurance proceeds received by and a credit of the deductible at Closing, Seller for shall pay to Buyer, within five (5) days of Buyer's demand, any additional amount necessary to complete 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 actual cost of repair, resulting from such repairs). To casualty or condemnation. (b) If the extent any damage Damage is material (as defined below)Material, Purchaser then either Buyer or Seller may elect (in its sole discretion) by notice to Seller given within ten (10) days after Purchaser is notified terminate and cancel the purchase of such damage (and the Closing shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such notice) 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 occursProperty, the Xxxxxxx Money shall will be returned to Purchaser. Damage as Buyer and neither party hereto shall have any further rights against or obligations 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 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 relationship of such affiliate to Purchaserother under this Agreement.

Damage. All risk of loss with respect to the Fee Building F Property shall remain with Seller the Building F Owner until the Building F Closing and delivery of the Deed (as defined below) a deed vesting title in Purchaser, when full risk of loss with respect to the Fee Building F Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Fee Building F Property to the extent known to Seller, if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Fifteen Thousand Dollars ($5,00015,000). Such notice shall describe, describing to the extent known to Seller, the scope of such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If non-With respect to any damage that is not material damage occurs(as defined below), then the parties shall proceed to close this transactionon the Building F Property, and Seller shall, to the extent possiblerequired under Section 9 of the Existing Building F Lease, begin repairs prior to the Building F Closing out of any 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 the Seller’s right under the New Leases Building F Lease to use such insurance proceeds for the cost of such repairs). To the extent any damage is material (as defined below)material, Purchaser may elect (in its sole discretion) by notice to Seller given within ten (10) days after Purchaser is notified of such damage (and provided that such notice period shall not extend the Building F Closing shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such noticeDate) to proceed in the same manner as in the case of damage that is not material or to terminate this Agreement. If Agreement with respect to the Building F Property, provided, however, if Purchaser terminates this Agreement after material damage occurswith respect to the Building F Property, Seller may elect to cover any shortfall in insurance proceeds and reaffirm its intention to: (i) lease the Xxxxxxx Money 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 be returned proceed to Purchaserclose on the 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 otherwise by a contractor approved by both Purchaser and Seller, acting reasonably, exceeds Seven Hundred and Fifty Thousand Dollars ($750,000). An affiliate In the event the Closing occurs pursuant to Section 9.1, the foregoing obligations shall survive the termination of Seller may be engaged as Seller’s contractor, provided Seller discloses this Agreement and the relationship of such affiliate to PurchaserClosing.

Damage. All risk Risk of loss with respect up to the Fee Property shall remain with Seller until and including the Closing and delivery Date shall be borne by Sellers except as expressly set forth herein. In the event of any material damage to or destruction of the Deed Property or any portion thereof, Buyer may, at its option, by notice to Sellers (as defined belowwith a copy to Escrow Holder) vesting title given within ten (10) Business Days after Sellers notify Buyer in Purchaserwriting of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, when full risk in which event Escrow Holder shall, upon receipt of loss with respect Buyer’s notice to terminate this Agreement, return the Fee Property Deposit to Buyer and the parties shall pass to Purchaser. Seller have no further obligations hereunder (except the indemnity obligations of each party, which shall promptly give Purchaser written notice survive indefinitely and any other obligations set forth herein which expressly survive the termination of any damage to the Fee Property if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000this Agreement), describing such damageor (ii) proceed under this Agreement with no adjustment of the Purchase Price, whether receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers as a result of such damage is covered by 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 the estimated cost of repairing such damageany uninsured or underinsured loss. If non-material damage occursBuyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall proceed to close this transaction, Closing as provided in clause (ii) above. “Material damage” and Seller shall, “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the extent possibleProperty, begin repairs prior to (x) reasonably exceeding $300,000 or (y) that entitles any tenant of 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 (as defined below), Purchaser may elect (in its sole discretion) by notice to Seller given within ten (10) days after Purchaser is notified of such damage (and the Closing shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such notice) to proceed in the same manner as in the case of damage that is not material or Property to terminate this Agreement. If Purchaser terminates this Agreement after material damage occursits Lease, the Xxxxxxx Money shall be returned or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to Purchaser. 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 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 relationship of such affiliate to Purchaserrepair.

Damage. All risk Risk of loss with respect up to the Fee Property shall remain with Seller until and including the Closing and delivery Date shall be borne by Seller except as expressly set forth herein. In the event of any material damage to or destruction of the Deed Property or any portion thereof, Buyer may, at its option, by notice to Seller (as defined belowwith a copy to Escrow Holder) vesting title given within ten (10) Business Days after Seller notifies Buyer in Purchaserwriting of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, when full risk in which event Escrow Holder shall, upon receipt of loss with respect Buyer’s notice to terminate this Agreement, return the Fee Property Deposit (less the Independent Contract Consideration) to Buyer and the parties shall pass to Purchaser. Seller have no further obligations hereunder (except the indemnity obligations of each party, which shall promptly give Purchaser written notice survive indefinitely and any other obligations set forth herein which expressly survive the termination of any damage to the Fee Property if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000this Agreement), describing such damageor (ii) proceed under this Agreement with no adjustment of the Purchase Price, whether 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 is covered by 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 the estimated cost of repairing such damageany uninsured or underinsured loss. If non-material damage occursBuyer elects (ii) above, Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Property is not materially damaged, then the parties shall proceed to close this transaction, Closing as provided in clause (ii) above. “Material damage” and Seller shall, “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the extent possibleProperty, begin repairs prior (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to the Closing out of any insurance proceeds received by Seller for the damageterminate its Lease, and shall transfer and assign any remaining insurance proceeds or rights thereto to Purchaser at the Closing (subject to the z) which, in Buyer’s or Seller’s right under the New Leases reasonable estimation, will take longer than 120 days to use such insurance proceeds for the cost of such repairs). To the extent any damage is material (as defined below), Purchaser may elect (in its sole discretion) by notice to Seller given within ten (10) days after Purchaser is notified of such damage (and the Closing shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such notice) 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, the Xxxxxxx Money shall be returned to Purchaser. 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 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 relationship of such affiliate to Purchaserrepair.

Damage. All risk of loss with respect to the Fee Property shall remain with Seller until the Closing and delivery of the Deed (as defined below) vesting title in PurchaserIf, when full risk of loss with respect to the Fee Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Fee Property if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If non-material damage occurs, then the parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs prior to the Closing out Date, all or any part of the Property is substantially damaged by fire, casualty, the elements or any insurance proceeds received by other cause, 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 immediately give Buyer written notice of such repairs). To fact and Buyer shall have the extent any damage is material right (as defined below), Purchaser may elect to be exercised within thirty (in its sole discretion) by notice to Seller given within ten (1030) days after Purchaser is notified receipt of such damage (and the Closing shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such Seller’s notice) 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 is so terminated, neither party will have any further obligations under this Agreement and the Exxxxxx Money and all accrued interest thereon shall be refunded to Buyer. If Buyer fails to terminate this Agreement despite such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the Property to its condition prior to such damage. If such damage shall be completely repaired prior to Closing Date, then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after material the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage occursafter repair is completed; provided, however, that Buyer shall have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor), or at Buyer’s option, the Xxxxxxx Money Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be returned reduced by the amount of any deductibles on such insurance. For purposes of this Section, the words “substantially damaged” mean damage that would cost $200,000 or more to Purchaser. 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 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 relationship of such affiliate to Purchaserrepair.

Damage. All risk Risk of loss with respect up to the Fee Property shall remain with Seller until and including the Closing and delivery of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Fee Property Date shall pass to Purchaserbe borne by Seller. Seller shall promptly give Purchaser Buyer written notice of any damage to the Fee Property if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000)Property, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. If non-In the event of any material damage occurs(described below) to or destruction of the Property or any portion thereof, then the parties shall proceed to close this transactionBuyer may, and Seller shallat its option, 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 (as defined below), Purchaser may elect (in its sole discretion) by notice to Seller given within ten (10) business days after Purchaser is notified 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, if necessary, extended to give Purchaser such Buyer the full ten (10) business day period to respond to make such noticeelection): (i) 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, and the Xxxxxxx Money shall be immediately returned to Purchaser. Damage as Buyer, or (ii) proceed under this Agreement, receive any insurance proceeds (including any rent loss insurance applicable to any one period on and after the Closing Date) due Seller or multiple occurrences 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 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 Property is material if not materially damaged, then (i) Buyer shall not have the cost right to terminate this Agreement, (ii) Seller shall, to the extent requested and directed by Buyer, repair the damagedamage before the Closing in a manner reasonably satisfactory to Buyer, and (iii) 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 reasonably estimated by Seller’s contractor (if a result of such damage or destruction 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 engaged a contractor to perform incurred reasonable market based costs in effecting the workrepairs requested and directed by Buyer (which costs have not been assumed by Buyer), and otherwise by Seller shall be paid 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 relationship portion of such affiliate insurance proceeds in an amount equal to Purchasersuch costs. "Material damage" and "Materially damaged" means, with respect to the Property, damage in Buyer's reasonable estimation exceeds $100,000.

Damage. All risk of loss with respect to the Fee The Property shall remain with Seller until the Closing and delivery of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Fee Property shall pass to Purchaser. Seller Owners shall promptly give Purchaser Regency written notice of any damage to the Fee Property if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000)their respective Properties, describing such damage, damage whether such damage is covered by insurance and the estimated cost of repairing such damage. If non-material such damage occurswould not have a Material Adverse Effect on the damaged Property, then (i) the parties shall proceed to close this transaction, and Seller respective Property Owner owning the Property in question shall, to the extent possible, begin repairs prior to the First Closing, (ii) at the First Closing out of any the Partnership shall receive all insurance proceeds received by Seller not applied to cure the damage with respect to such Property prior to the First Closing (including rent loss insurance applicable to any period from and after the First Closing) due 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 assign unsettled insurance claim, (iii) any remaining uninsured damage, coinsurance or deductible and any rent abatement not covered by rent loss insurance proceeds or rights thereto delivered to Purchaser a Property Owner, as reasonably estimated by Regency, shall be credited to the Partnership at the Closing First Closing, and (iv) and, in the case of a 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 Seller’s right under satisfaction or waiver by Regency of the New Leases condition to use such insurance proceeds for the cost of such repairs). To the extent any damage is material First Closing set forth in Section 8.1.1 (as defined belowaggregate assets), Purchaser may elect (in its sole discretion) by notice to Seller the respective Property Owner as to the Property in question given within ten (10) days 20 Business Days after Purchaser Regency is notified of such damage (and the Closing as to such Property shall be extended, if necessary, to give Purchaser Regency such ten (10) day 20 Business Day period to respond to such notice) to (i) proceed in the same manner as in the case of damage that is not material 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 terminate 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 shall be an Excluded Asset and shall no longer be subject to this Agreement. If Purchaser terminates this Agreement after material damage occurs, the Xxxxxxx Money shall be returned to Purchaser. 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 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 relationship of such affiliate to Purchaser.

Damage. All risk of loss with respect to the Fee Property shall remain with Seller until the Closing and delivery of the Deed (as defined below) deed vesting title in Purchaser, when full risk of loss with respect to the Fee Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Fee Property if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000)Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If non-material such damage occursis not material, then the parties shall proceed to close this transaction, and (i) Seller shall, to the extent possible, begin repairs prior to the Closing out of any insurance proceeds received by Seller for the damage, (ii) 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 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 transfer be subject to Purchaser's reasonable approval) and assign any remaining insurance proceeds or rights thereto Seller's contractor will be allowed to complete its work, if done so in a commercially reasonable manner, and (iii) Purchaser at shall assume the responsibility for the repair after the Closing (subject it being understood that upon such completion and the payment of any amounts incurred in connection therewith, Purchaser shall return to Seller any excess amounts credited to Seller at Closing for such restoration work, to the Seller’s right under extent not required to be applied to effect the New Leases to use such insurance proceeds for completion of the cost of such repairsrestoration). To the extent any If such damage is material (as defined below)material, Purchaser may elect (in its sole discretion) by notice to Seller given within ten (10) 10 days after Purchaser is notified of such damage (and the Closing shall be extended, if necessary, to give Purchaser such ten (10) 10 day period to respond to such notice) 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 Xxxxxxx Money shall be returned to Purchaser. If damage constituting material damage is not covered by Seller's existing insurance, then Seller shall not be obligated to restore the damage or to credit Purchaser for the cost of restoration. Damage as to any one or multiple occurrences is material if the cost to repair the damage, as reasonably estimated by Seller’s '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)500,000. Purchaser further shall have the right to characterize damage as material if the damage entitles any tenant to terminate its Lease. An affiliate of Seller may be engaged as Seller’s 's contractor, provided Seller discloses the relationship of such affiliate to Purchaser.

Damage. All risk Risk of loss with respect up to the Fee Property shall remain with Seller until and including the Closing and delivery Date shall be borne by Seller. In the event of any material damage to or destruction of the Deed (as defined below) vesting title in PurchaserPremises or any portion thereof, when full risk of loss with respect to the Fee Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Fee Property if the cost to repair such damageBuyer may, as reasonably estimated by Sellerat its option, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If non-material damage occurs, then the parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs prior to the Closing out of any insurance proceeds received by Seller for the damage, and shall transfer and assign any remaining insurance proceeds or rights thereto to 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 (as defined below), Purchaser may elect (in its sole discretion) by notice to Seller given within ten (10) days after Purchaser is notified Seller notifies Buyer of such damage or destruction (and the Closing shall be extendedand, if necessary, the Closing Date shall be extended to give Purchaser such ten (Buyer the full 10) -day period to respond make such election): (i) terminate this Agreement and the Deposit shall be immediately returned to Buyer, or (ii) proceed under this Agreement, receive any insurance proceeds for property repair and replacement (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such noticedamage 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 elects (ii) above, Buyer may extend the closing Date for up to proceed an additional 30-day period in which to obtain insurance settlement agreements under Seller's insurers, and Seller will cooperate with Buyer in obtaining the same manner as in insurance proceeds and such agreements from Seller's insurers. If the case of damage that Premises is not material or materially damaged, then Buyer shall not have the right to terminate this Agreement. If Purchaser terminates this Agreement after material , but Seller shall, at its cost, repair the damage occursbefore the Closing in a manner reasonably satisfactory to Buyer or, if repairs cannot be completed before Closing, credit Buyer at Closing for the Xxxxxxx Money shall be returned to Purchaser. Damage as to any one or multiple occurrences is material if the reasonable cost to repair complete the repair. "Material damage" and "Materially damaged" means damage (i) reasonably exceeding two (2%) percent of the purchase price to repair, as reasonably estimated by Seller’s contractor (if Seller has engaged ii) that entitles a contractor tenant to perform the work)terminate its Lease, and otherwise by a contractor approved by both Purchaser and Selleror (iii) which, acting reasonablyin Buyer's reasonable estimation, exceeds Seven Hundred and Fifty Thousand Dollars will take longer than ninety ($750,000). An affiliate of Seller may be engaged as Seller’s contractor, provided Seller discloses the relationship of such affiliate 90) days to Purchaserrepair.

Damage. All risk In the event of loss with respect "damage" to the Fee Property shall remain with Seller until the Closing and delivery of the Deed or any portion thereof prior to Closing, which is "major" (as defined belowsuch terms are hereinafter defined) vesting title in Purchaser, when full risk of loss with respect to the Fee Property shall pass to Purchaser. then Seller shall promptly give notify Purchaser written notice thereof. In the event of any damage to the Fee Property if the cost to repair such major damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If non-material damage occurs, then the parties shall Purchaser may elect to 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 with the Closing (subject to the Seller’s right under the New Leases to use such insurance proceeds for the cost other provisions of such repairs). To the extent any damage is material (as defined below), Purchaser this Agreement) or may elect (in its sole discretion) terminate this Agreement by delivering written notice thereof to Seller given within ten (10) days after Purchaser is notified Purchaser's receipt of such damage (and Seller's notice respecting the Closing shall be extendeddamage. If, if necessary, to give Purchaser such within ten (10) day period to respond to days of receipt of Seller's notice respecting such notice) to proceed in the same manner as in the case major damage, Purchaser delivers written notice of damage that is not material or to terminate this Agreement. If Purchaser terminates termination of this Agreement after material damage occursto Seller, the Xxxxxxx this Agreement shall terminate, all Exxxxxx Money shall be returned to PurchaserPurchaser and, except for obligations of the parties which survive termination of this Agreement the parties shall have no further obligations hereunder. Damage as If Purchaser does not timely elect to terminate this Agreement (subject to any one lender's refusal to pay insurance proceeds or multiple occurrences condemnation awards to Seller, in which event Purchaser shall have ten ( 10) days from receipt of notice of such refusal to elect whether to terminate this Agreement), Purchaser shall have no further 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 insurance proceeds or condemnation awards payable as a result of such damage and pay any insurance deductible due under Seller's insurance policy(ies). If the damage is material if not major, then Purchaser may not terminate this Agreement and Seller shall pay over or assign to Purchaser at Closing all insurance proceeds 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 committed in writing by 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 repair restore the damageProperty to substantially the same condition as immediately before such casualty), as reasonably estimated such amount to be determined by an architect or other appropriate professional selected by Purchaser and approved by Seller’s contractor (if , such approval not to be unreasonably withheld, conditioned or delayed. Any assignment by Seller has engaged a contractor to perform the work)Purchaser of insurance proceeds respecting loss of rental income, 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 shall be engaged as Seller’s contractor, provided Seller discloses the relationship limited to that portion of such affiliate proceeds attributable to Purchaserperiods after Closing. Seller agrees that the assignment of insurance proceeds 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 additional thirty (30) days in the event any lender fails to make a decision regarding any insurance proceeds or condemnation awards on or before the then scheduled Closing Date.

Damage. All risk In the event of loss with respect "damage" to the Fee Property shall remain with Seller until the Closing and delivery of the Deed or any portion thereof, which is "major" (as defined belowsuch terms are hereinafter defined) vesting title in Purchaser, when full risk of loss with respect to the Fee Property shall pass to Purchaser. then Seller shall promptly give notify Purchaser written notice thereof. In the event of any damage to the Fee Property if the cost to repair such major damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If non-material damage occurs, then the parties shall Purchaser may elect to 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 with the Closing (subject to the Seller’s right under the New Leases to use such insurance proceeds for the cost other provisions of such repairs). To the extent any damage is material (as defined below), Purchaser this Agreement) or may elect (in its sole discretion) terminate this Agreement by delivering written notice thereof to Seller given within ten (10) days after Purchaser is notified Purchaser's receipt of such damage (and Seller's notice respecting the Closing shall be extendeddamage. If, if necessary, to give Purchaser such within ten (10) day period to respond to days of receipt of Seller's notice respecting such notice) to proceed in the same manner as in the case major damage, Purchaser delivers written notice of damage that is not material or to terminate this Agreement. If Purchaser terminates termination of this Agreement after material damage occursto Seller, the this Agreement shall terminate, all Xxxxxxx Money shall be returned to PurchaserPurchaser and, except for obligations of the parties which survive termination of this Agreement, the parties shall have no further obligations hereunder. Damage If Purchaser does not timely elect to terminate this Agreement, Purchaser shall have no further right to terminate this Agreement as a result of the damage and in such event, Seller shall assign to Purchaser at Closing all insurance proceeds or condemnation awards payable as a result of such damage and pay any one insurance deductible due under Seller's insurance policy(ies). If the damage is not major, Seller shall assign to Purchaser at Closing all insurance proceeds or multiple occurrences 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 material if not major and prior to Closing sufficient insurance proceeds are not received or committed in writing by the insurance carrier sufficient to repair any damage, Seller shall repair such damage by Closing 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 repair restore the damage, Property to substantially the same condition as reasonably estimated by Seller’s contractor (if Seller has engaged a contractor to perform the workimmediately before such casualty), such amount to be determined by an architect or other appropriate professional selected by Seller and otherwise by a contractor approved by both Purchaser, such approval not to be unreasonably withheld, conditioned or delayed. Any assignment by Seller to Purchaser and Seller, acting reasonably, exceeds Seven Hundred and Fifty Thousand Dollars ($750,000). An affiliate of Seller may insurance proceeds respecting loss of rental income shall be engaged as Seller’s contractor, provided Seller discloses the relationship limited to that portion of such affiliate proceeds attributable to Purchaserperiods after Closing.

Damage. All risk of loss with respect If, prior to the Fee Settlement, a Portfolio Property shall remain with Seller until the Closing and delivery of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect is destroyed or damaged to the Fee Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Fee Property if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If non-material damage occursextent, then Purchaser shall have the parties shall proceed to close this transactionoption, and Seller shall, to which must be exercised by it on the extent possible, begin repairs prior to the Closing out earlier 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 (as defined below), Purchaser may elect (in its sole discretion) by notice to Seller given within ten (10) days after such damage or destruction or the Settlement Date, to (a) terminate this Agreement with respect to such Portfolio Property by giving written notice thereof to Seller before Settlement, in which event the Deposit allocated to such Portfolio Property, together with all interest accrued thereon, shall be paid to Purchaser, or (b) proceed with the Settlement. If Purchaser is notified 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 insurance proceeds previously paid to Seller as a result of such damage (plus a credit against the cash portion of the Purchase Price for the amount of any deductible maintained by Seller with respect to such policy) and, to the extent 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 subject to the Closing other provisions hereof, but Purchaser shall be extended, if necessary, entitled to give Purchaser any and all insurance proceeds payable to Seller as a result of such ten damages and destruction (10) day period to respond plus a credit against the cash portion of the Purchase Price for the amount of any deductible maintained by Seller with respect to such notice) policy), as set forth above. Damages to proceed in the same manner as in the case or destruction of damage that is a Portfolio Property shall be deemed not material if (a) the Portfolio Property can be repaired or replaced for a cost not to terminate this Agreement. If Purchaser terminates this Agreement after material damage occurs, exceed five percent (5%) of the Xxxxxxx Money shall be returned to Purchaser. 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)allocated Schedule 1 Purchase Price for such Portfolio Property, and otherwise by a contractor approved by both Purchaser and Seller, acting reasonably, exceeds Seven Hundred and Fifty Thousand Dollars ($750,000). An affiliate b) the number of Seller may be engaged as Seller’s contractor, provided Seller discloses rental apartment units damaged or destroyed is less than five percent (5%) of the relationship total number of units at such affiliate to PurchaserPortfolio Property.

Damage. All risk of loss with respect to the Fee Property Tenant shall remain with Seller until the Closing and delivery of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Fee Property shall pass to Purchaser. Seller shall promptly give Purchaser immediate written notice to Landlord of any damage caused to the Fee Property if Leased Premises by fire or other casualty. In the event the Leased Premises are damaged or destroyed by fire or other casualty insurable under standard fire and extended coverage insurance and Landlord does not elect to terminate this Lease as hereinafter provided, Landlord shall proceed with reasonable diligence and at its own cost and expense to rebuild and repair such damage, as reasonably estimated the Leased Premises to the extent of available insurance proceeds. In the event: (a) the Building in which the Leased Premises are located shall be destroyed or substantially damaged by Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is 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 and proceeds to the estimated cost satisfaction of repairing such damage. If non-material damage occursall 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 parties Leased Premises. Landlord shall give written notice to Tenant of such an election within thirty (30) days after the occurrence of such casualty, and if it elects to rebuild and repair shall proceed to close this transaction, do so with reasonable diligence and Seller shall, at its sole cost and expense. Notwithstanding anything to the extent possiblecontrary in the foregoing, begin repairs prior to if the Closing out damage not covered by Landlord’s insurance is caused by an act or omission of any insurance proceeds received by Seller for the damageTenant or Tenant’s agents, and contractors or employees, Tenant 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 (as defined below), Purchaser may elect (in its sole discretion) by notice to Seller given within ten (10) days after Purchaser is notified of repair such damage (promptly at Tenant’s sole cost and the Closing shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such notice) 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, the Xxxxxxx Money shall be returned to Purchaser. 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 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 relationship of such affiliate to Purchaserexpense.

Damage. All risk Risk of loss with respect up to the Fee Property shall remain with Seller until and including the Closing and delivery Date shall be borne by Seller. In the event of any material damage to or destruction of the Deed (as defined below) vesting title in PurchaserProperty or any portion thereof, when full risk of loss with respect to the Fee Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Fee Property if the cost to repair such damageBuyer may, as reasonably estimated by Sellerat its option, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If non-material damage occurs, then the parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs prior to the Closing out of any insurance proceeds received by Seller for the damage, and shall transfer and assign any remaining insurance proceeds or rights thereto to 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 (as defined below), Purchaser may elect (in its sole discretion) by notice to Seller given within ten (10) 10 days after Purchaser is notified Seller notifies Buyer of such damage or destruction (and if necessary the Closing Date shall be extended, if necessary, extended to give Purchaser such ten (Buyer the full 10) -day period to respond make such election): (i) terminate this Agreement by written notice to Seller and Escrow Agent and the Deposit plus accrued interest shall be immediately returned to Buyer, or (ii) proceed under this Agreement, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such noticedamage 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 elects (ii) above, Buyer may extend the Closing Date for up to proceed 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 same manner as in insurance proceeds and such agreements from Seller’s insurers. If the case of damage that Property is not material or materially damaged, then Buyer shall not have the right to terminate this Agreement. If Purchaser terminates this Agreement after material , but Seller shall, at its cost, repair the damage occursbefore the Closing in a manner reasonably satisfactory to Buyer or if repairs cannot be completed before the Closing, credit Buyer at Closing for the Xxxxxxx Money shall be returned to Purchaser. Damage as to any one or multiple occurrences is material if the reasonable cost to repair complete the repair. "Material damage, as " and "Materially damaged" means damage (x) 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 exceeding Two Hundred and Fifty Thousand Dollars ($750,000200,000.00). An affiliate of Seller may be engaged as Seller, (y) that entitles Tenant to terminate the Lease, or (z) which, in Buyer’s contractorreasonable estimation, provided Seller discloses the relationship of such affiliate will take longer than 90 days to Purchaserrepair.

Damage. All risk of loss with respect If, prior to the Fee Property shall remain with Seller until the Closing and delivery Date, all or any part of the Deed Real Property is substantially damaged by fire, casualty, the elements, or any other cause, Seller shall immediately give notice to Buyer of such fact and, at either Buyer’s option or Seller’s option (as defined below) vesting title to be exercised within 30 days after Seller’s notice), this Agreement shall terminate, in Purchaserwhich event neither party will have any further obligations under this Agreement and the Xxxxxxx Money, when full risk of loss together with respect any accrued interest, shall be refunded to Buyer. If both parties fail to elect to terminate despite such damages, or if the Fee Real Property shall pass to Purchaser. is damaged but not substantially, Seller shall promptly give Purchaser written notice of any damage to the Fee Property if the cost commence to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is covered by insurance or destruction and return the estimated cost of repairing Real Property to its condition prior to such damage. If non-material such damage occurs, then the parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs be completely repaired prior to the Closing out Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of any all insurance proceeds received by related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller for is diligently proceeding to repair, then Seller shall complete the damage, repair after the Closing Date and shall transfer and assign any remaining be entitled to receive the proceeds of all insurance proceeds or rights thereto related to Purchaser at such damage after repair is completed, provided, however, that Buyer shall have the right to delay the Closing (subject Date until repair is completed. If Seller fails to diligently proceed to repair such damage then Buyer shall have the Seller’s right under to require Closing to occur and the New Leases to use such insurance proceeds for Purchase Price shall be reduced by the cost of such repairs). To repair, or at Buyer’s option, Seller shall assign to Buyer all right to receive the extent any damage is material (as defined below), Purchaser may elect (in its sole discretion) by notice proceeds of all insurance related to Seller given within ten (10) days after Purchaser is notified of such damage (and the Closing Purchase Price shall be extendedremain the same. For purposes of this Section, if necessary, to give Purchaser such ten (10) day period to respond to such notice) to proceed in the same manner as in the case of words “substantially damaged” mean damage that is not material would cost $100,000.00 or more to terminate this Agreement. If Purchaser terminates this Agreement after material damage occurs, the Xxxxxxx Money shall be returned to Purchaser. 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 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 relationship of such affiliate to Purchaserrepair.

Damage. All risk In the event of loss with respect any material damage to the Fee Property shall remain with Seller until the Closing and delivery or destruction of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Fee Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of Improvements or any damage to the Fee Property if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If non-material damage occurs, then the parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs prior to the Closing out of any insurance proceeds received by Seller for the damage, and shall transfer and assign any remaining insurance proceeds or rights thereto to 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 (as defined below)portion thereof, Purchaser may elect (in may, at its sole discretion) option by notice to Seller given within ten five (105) days after Seller notifies Purchaser is notified of such damage or destruction (and the Closing shall be extendedand, if necessary, the Closing Date shall be extended to give Purchaser such ten the full five (105) day period to respond make such election), either (i) terminate this Agreement, or (ii) proceed under this Agreement, receive any insurance proceeds (including assignable rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such noticedamage 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 Purchaser elects (ii) above, Purchaser may extend the Closing Date for up to proceed 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 same manner as in insurance proceeds and such agreements from Seller’s insurers. If the case of damage that is Improvements are not material or materially damaged, then Purchaser shall not have the right to terminate this Agreement. If , but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser terminates this Agreement after material damage occursor, if repairs cannot be completed before the Xxxxxxx Money shall be returned Closing or if Seller otherwise elects not to Purchaser. Damage as to any one commence or multiple occurrences is material if complete such repairs, credit Purchaser at Closing for the reasonable cost to complete the repair the damage, as reasonably estimated by Seller’s contractor (if Seller has engaged a contractor exclusive of insurance proceeds paid or to perform the work), and otherwise by a contractor approved by both Purchaser and Seller, acting reasonably, exceeds Seven Hundred and Fifty Thousand Dollars ($750,000be paid). An affiliate For the purposes of Seller may be engaged as Seller’s contractorthis Agreement, provided Seller discloses “material damage” and “materially damaged” means damage estimated to cost five percent (5%) or more of the relationship of such affiliate Purchase Price to Purchaserrepair.

Damage. All risk Risk of loss with respect up to the Fee Property shall remain with Seller until and including the Closing and delivery of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Fee Property Date shall pass to Purchaserbe borne by Seller. Seller shall promptly give notify Purchaser written notice of any damage to the Fee Property if or any portion thereof. In the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is covered by insurance and the estimated cost event of repairing such damage. If non-any material damage occurs, then to or destruction of the parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs prior to the Closing out of Property or 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 (as defined below)portion thereof, Purchaser may elect (in may, at its sole discretion) option, by notice to Seller given within ten (10) days after Purchaser is notified receives notice of such damage or destruction (and if necessary the Closing Date shall be extended, if necessary, extended to give Purchaser such the full ten (10) day period to respond make such election): (a) terminate this Agreement, in which event the entire Deposit, other than the Independent Consideration, shall be returned by Title Company to Purchaser; or (b) proceed under this Agreement, receive any insurance proceeds (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 noticedamage 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 Purchaser fails to proceed exercise its option with the time provided by the immediately preceding sentence, Purchaser shall be deemed to have elected (b) 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 Closing to assist Purchaser in obtaining the same manner as in insurance proceeds from Seller’s insurers. In the case event of damage that is any material damage, if Purchaser does not material or 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 material damage, then Purchaser terminates shall not have the right to terminate this Agreement after material damage occursAgreement, the Xxxxxxx Money but Seller shall be returned to Purchaser. Damage as to any one or multiple occurrences is material if the at its cost to fully repair the damage before the Closing in a manner satisfactory to Purchaser or, if repairs cannot reasonably be completed before the Closing, 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 policies (but not more than the amount of 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 relationship of such affiliate “Material damage” and “Materially damaged” means damage which will reasonably cost more than $1,000,000 to Purchaserrepair.

Damage. All risk Risk of loss with respect up to the Fee Property shall remain with Seller until and including the Closing and delivery Date shall be borne by Seller. In the event of any material damage to or destruction of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Fee Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of or any damage to the Fee Property if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If non-material damage occurs, then the parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs prior to the Closing out of any insurance proceeds received by Seller for the damage, and shall transfer and assign any remaining insurance proceeds or rights thereto to 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 (as defined below)portion thereof, Purchaser may elect (in may, at its sole discretion) option, by notice to Seller given within ten (10) 10 days after Seller notifies Purchaser is notified of such damage or destruction (and if necessary the Closing Date shall be extended, if necessary, extended to give Purchaser such ten (the full 10) -day period to respond make such election): (i) terminate this Agreement and the Exxxxxx Money shall be immediately returned to Purchaser, or (ii) proceed under this Agreement, receive any insurance proceeds, or an assignment thereof if such noticeproceeds 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 Purchaser elects (ii) above, Purchaser may extend the Closing Date for up to proceed 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 same manner as in insurance proceeds and such agreements from Seller’s insurers. If the case of damage that Property is not material or materially damaged, then Purchaser shall not have the right to terminate this Agreement. If Purchaser terminates this Agreement after material damage occursso long as Seller undertakes, the Xxxxxxx Money shall be returned to Purchaser. Damage as to any one or multiple occurrences is material if the cost at its cost, to repair the damagedamage before the Closing in a manner reasonably satisfactory to Purchaser or, as reasonably estimated by Seller’s contractor (if Seller has engaged a contractor repairs cannot be completed before the Closing, to perform the work)assign to Purchaser at Closing any available insurance proceeds for such repair, and otherwise by credit Purchaser at Closing an amount equal to the applicable deductible plus any additional cost to complete the repair. “Material damage” and “Materially damaged” means damage reasonably exceeding $25,000 to repair or which, in the reasonable estimation of 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 mutually acceptable third party contractor, provided Seller discloses the relationship of such affiliate will take longer than 30 days to Purchaserrepair.

Damage. All risk In the event of loss with respect “damage” to the Fee Property shall remain with Seller until the Closing and delivery of the Deed or any portion thereof prior to Closing, which is “major” (as defined belowsuch terms are hereinafter defined) vesting title in Purchaser, when full risk of loss with respect to the Fee Property shall pass to Purchaser. then Seller shall promptly give notify Purchaser written notice thereof. In the event of any damage to the Fee Property if the cost to repair such major damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If non-material damage occurs, then the parties shall Purchaser may elect to 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 with the Closing (subject to the Seller’s right under the New Leases to use such insurance proceeds for the cost other provisions of such repairs). To the extent any damage is material (as defined below), Purchaser this Agreement) or may elect (in its sole discretion) terminate this Agreement by delivering written notice thereof to Seller given within ten (10) days after Purchaser is notified Purchaser’s receipt of such damage (and Seller’s notice respecting the Closing shall be extendeddamage. If, if necessary, to give Purchaser such within ten (10) day period to respond to days of receipt of Seller’s notice respecting such notice) to proceed in the same manner as in the case major damage, Purchaser delivers written notice of damage that is not material or to terminate this Agreement. If Purchaser terminates termination of this Agreement after material damage occursto Seller, the this Agreement shall terminate, all Xxxxxxx Money shall be returned to PurchaserPurchaser 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. Damage If Purchaser does not timely elect to terminate this Agreement, Purchaser shall have no further 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 insurance claims with respect to the damage and all insurance proceeds or condemnation awards payable as a result of such damage that have not been paid on account of Monetary Liens. If the damage is not major, then Purchaser may not terminate this Agreement and Seller shall pay over or assign to Purchaser at Closing all of Seller’s right, title and interest in and to all insurance claims with respect to the damage and all insurance proceeds or condemnation awards payable as a result of such damage that have not been paid on account of Monetary Liens. Purchaser shall receive a credit at the Closing for the amount of any one or multiple occurrences is material if the cost to repair the damagedeductible under any of Seller’s insurance policies, 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 relationship of such affiliate to Purchaserapplicable.

Damage. All risk Risk of loss with respect to the Fee Real Property shall remain with Seller until up to and including the Closing and delivery of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Fee Property Date shall pass to Purchaserbe borne by Seller. Seller shall promptly give Purchaser Buyer written notice of any damage to the Fee Property if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000)Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. If non-In the event of any material damage occurs(described below) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within five (5) 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 five (5) business day period to make such election): (i) terminate this Agreement, in which event 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 parties shall proceed right to close terminate this transactionAgreement, and (B) Seller shall, to the extent possiblerequested and directed by Buyer, begin repairs prior to repair the damage before the Closing out of in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds received by Seller for the damage, (including any rent loss insurance applicable to any period on and shall transfer and assign any remaining insurance proceeds or rights thereto to Purchaser at after the Closing (subject to the Seller’s right under the New Leases to use such insurance proceeds for the cost Date) due Seller as a result of such repairs)damage or destruction. To the extent any damage is material Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (as defined belowwhich costs have not been assumed by Buyer), Purchaser may elect 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 its sole discretionBuyer’s reasonable estimation, exceeds $150,000 to repair, or (y) by notice to Seller given within ten which, in Buyer’s reasonable estimation, will take longer than ninety (1090) days after Purchaser is notified of such damage (and the Closing shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such notice) 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, the Xxxxxxx Money shall be returned to Purchaser. 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 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 relationship of such affiliate to Purchaseror restore.

Damage. All risk of loss with respect to the Fee Property shall remain with Seller until the Closing and delivery of the Deed (as defined below) vesting title in PurchaserIf, when full risk of loss with respect to the Fee Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Fee Property if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If non-material damage occurs, then the parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs prior to the Closing out Date, all or any material part of the Property is substantially damaged by fire, casualty, the elements or any insurance proceeds received other cause, Seller shall immediately give notice to Purchaser of such fact and at Purchaser's option (to be exercised by Purchaser giving notice thereof to Seller and Escrow Agent prior to the earlier of the Closing Date or fifteen (15) days after Seller's notice to Purchaser), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement, except for those obligations which expressly survive the termination of this Agreement, and the Deposit shall be refunded to Purchaser. If Purchaser fails to timely terminate despite such substantial damage, or if the Property is damaged but not substantially, there shall be no reduction in the Purchase Price, and Seller shall transfer and assign any remaining insurance proceeds or rights thereto to Purchaser at the Closing (subject all of Seller's right, title and interest in and to the Seller’s right under the New Leases proceeds of all insurance related to use such insurance proceeds for the cost of such repairs). To the extent any damage is material (as defined below), Purchaser may elect (in its sole discretion) by notice to Seller given within ten (10) days after Purchaser is notified of such damage (except that Seller shall not assign, and Seller shall retain, the Closing shall be extended, if necessary, proceeds of any rent loss insurance relating to give the period prior to Closing) along with Seller's payment to Purchaser such ten (10) day period of an amount equal to respond any insurance deductibles related to such notice) to proceed in damage. For purposes of this Section, the same manner as in the case of words "substantially damaged" mean damage that is not material or to terminate this Agreement. If Purchaser terminates this Agreement after material damage occurs, the Xxxxxxx Money shall be returned to Purchaser. Damage as to any one or multiple occurrences is material if the would cost to repair the damage, as reasonably estimated by Seller’s contractor (if Seller has engaged a contractor to perform the work), Five Hundred Thousand and otherwise by a contractor approved by both Purchaser and Seller, acting reasonably, exceeds Seven Hundred and Fifty Thousand No/100ths Dollars ($750,000)500,000.00) or more to repair. An affiliate During the pendency of this Agreement, Seller may be engaged shall maintain casualty insurance on the Property in accordance with the requirements of the Allianz Loan and so as Seller’s contractorto not require co-insurance, provided Seller discloses the relationship of such affiliate subject only to Purchaserany permitted deductible.