Common use of Damage Clause in Contracts

Damage. All risk of loss with respect to the Building F Property 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 the Building F Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Building F Property to the extent known to Seller, if the cost to repair such damage, 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 is covered by insurance and the estimated cost of repairing such damage. With respect to any damage that is not material (as defined below), the 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 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 (in its sole discretion) by notice to Seller given within ten (10) days after 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 reaffirm its intention to: (i) lease 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 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). In the event the Closing occurs pursuant to Section 9.1, the foregoing obligations shall survive the termination of this Agreement and the Closing.

Damage. All risk In the event of loss with respect “damage” (as hereinafter defined) to the Building F Property shall remain with the Building F Owner until the Building F Closing and delivery of a deed vesting title in Purchaseror any portion thereof, when full risk of loss with respect to the Building F Property shall pass to Purchaser. Seller shall promptly give notify Purchaser thereof. In the event of such major damage is “major” (as hereinafter defined), Purchaser may, at its sole option, elect to proceed with the Closing (subject to the other provisions of this Agreement) or may terminate this Agreement by delivering written notice thereof to Seller within fifteen (15) days after Purchaser's receipt of Seller's notice respecting the damage. If, within fifteen (15) days of receipt of Seller's notice respecting such major damage, Purchaser delivers written notice of any damage to the Building F Property to the extent known termination of this Agreement to Seller, if this Agreement shall terminate, all Xxxxxxx Money shall be returned to Purchaser and, except for obligations of the cost to repair such damage, as reasonably estimated by Seller, exceeds Fifteen Thousand Dollars ($15,000). Such notice shall describe, to the extent known to Seller, the scope parties which survive termination of such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. With respect to any damage that is not material (as defined below)this Agreement, the parties shall proceed have no further obligations hereunder. If Purchaser does not timely elect 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 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 materialterminate this Agreement, Purchaser may elect (in its sole discretion) by notice to Seller given within ten (10) days after 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 have no further right to terminate this Agreement with respect to as a result of the Building F Property, provided, however, if Purchaser terminates this Agreement with respect to the Building F Propertydamage and in such event, Seller may elect shall assign to cover any shortfall in Purchaser at Closing all insurance proceeds and reaffirm its intention to: (i) lease the Building F Property; (ii) pay all Rent (or condemnation awards paid or payable 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 a result of such Rentdamage and pay any insurance deductible due under Seller's insurance policy(ies). If the damage is not major, in which event Seller shall assign to Purchaser shall proceed to close on the Building F Property. Damage at Closing all insurance proceeds or condemnation awards paid or payable as to a result of such damage and pay any one or multiple occurrences is material if the cost to repair the damage, as reasonably estimated by insurance deductible due under 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's insurance policy(ies). In the event the damage is not major and prior to Closing occurs pursuant sufficient insurance proceeds are not received or committed in writing by the insurance carrier sufficient to Section 9.1repair any damage, Seller shall repair such damage by Closing or give Seller a credit at Closing in an amount sufficient to pay for the foregoing obligations 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 determined by an architect or other appropriate professional selected by Seller and approved by Purchaser, 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 survive the termination be limited to that portion of this Agreement and the such proceeds attributable to periods after Closing.

Damage. All risk Risk of loss with respect to the Building F Real Property up to and including the Closing Date 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 the Building F Property shall pass to Purchaserbe borne by Seller. Seller shall promptly give Purchaser Buyer written notice of any damage to the Building F Property to the extent known to SellerFacility, if the cost to repair describing such damage, 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, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. With respect In the event of any material damage (described below) to any damage that is not material (as defined below), the parties shall proceed to close on the Building F Property, and Seller shall, to the extent required under Section 9 or destruction of the Existing Building F LeaseFacility or any portion thereof, begin repairs prior to the Building F Closing out of any insurance proceeds received by Seller for the damageBuyer may, 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 materialits option, 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 (provided that and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such notice 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 shall not extend on and after the Building F 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 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 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 Building F PropertyFacility, 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 reaffirm its intention to: damage (ix) lease 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 Rentwhich, in which event Purchaser shall proceed Buyer’s reasonable estimation, exceeds $150,000 to close on the Building F Property. Damage as to any one 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). In the event the Closing occurs pursuant to Section 9.1, the foregoing obligations shall survive the termination of this Agreement and the Closingor restore.

Damage. All risk Risk of loss with respect up to and including the Building F Property Closing Date shall remain with be borne by Seller except as expressly set forth herein. In 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 the Building F Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice event of any material damage to the Building F Property to the extent known to Seller, if the cost to repair such damage, 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 is covered by insurance and the estimated cost of repairing such damage. With respect to any damage that is not material (as defined below), the parties shall proceed to close on the Building F Property, and Seller shall, to the extent required under Section 9 or destruction of the Existing Building F LeaseProperty or any portion thereof, begin repairs prior to the Building F Closing out of any insurance proceeds received by Seller for the damageBuyer may, 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 materialits option, Purchaser may elect (in its sole discretion) by notice to Seller (with a copy to Escrow Holder) given within ten (10) days Business Days after Purchaser is notified Seller notifies Buyer in writing of such damage or destruction (provided that and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make 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 reaffirm its intention to: election): (i) lease 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 Rentterminate this Agreement, in which event Purchaser Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit (less the Independent Contract Consideration) to Buyer and the parties shall proceed to close on have no further obligations hereunder (except the Building F Property. Damage as to indemnity obligations of each party, which shall survive indefinitely and 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). In the event the Closing occurs pursuant to Section 9.1, the foregoing other obligations shall set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the ClosingClosing 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 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 Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Seller’s reasonable estimation, will take longer than 120 days to repair.

Damage. All risk of loss with respect to the Building F Fee Property shall remain with the Building F Owner Seller until the Building F Closing and delivery of a deed the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Building F Fee Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Building F Fee Property to the extent known to Seller, if the cost to repair such damage, as reasonably estimated by Seller, exceeds Fifteen Five Thousand Dollars ($15,0005,000). Such notice shall describe, to the extent known to Seller, the scope of describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. With respect to any If non-material damage that is not material (as defined below)occurs, then the parties shall proceed to close on the Building F Propertythis transaction, and Seller shall, to the extent required under Section 9 of the Existing Building F Leasepossible, 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 Building F Lease New Leases to use such insurance proceeds for the cost of such repairs). To the extent any damage is materialmaterial (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 (provided that and the Closing shall be extended, if necessary, to give Purchaser such notice ten (10) day period shall not extend the Building F Closing Dateto 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 with respect to the Building F Property, provided, however, if Agreement. If Purchaser terminates this Agreement with respect after material damage occurs, the Xxxxxxx Money shall be returned to the Building F Property, Seller may elect to cover any shortfall in insurance proceeds and reaffirm its intention to: (i) lease 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 Building F PropertyPurchaser. 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). In An affiliate of Seller may be engaged as Seller’s contractor, provided Seller discloses the event the Closing occurs pursuant relationship of such affiliate to Section 9.1, the foregoing obligations shall survive the termination of this Agreement and the ClosingPurchaser.

Damage. All risk Risk of loss with respect up to and including the Building F Property Closing Date shall remain with be borne by Sellers except as expressly set forth herein. In 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 the Building F Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice event of any material damage to the Building F Property to the extent known to Seller, if the cost to repair such damage, 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 is covered by insurance and the estimated cost of repairing such damage. With respect to any damage that is not material (as defined below), the parties shall proceed to close on the Building F Property, and Seller shall, to the extent required under Section 9 or destruction of the Existing Building F LeaseProperty or any portion thereof, begin repairs prior to the Building F Closing out of any insurance proceeds received by Seller for the damageBuyer may, 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 materialits option, Purchaser may elect (in its sole discretion) by notice to Seller Sellers (with a copy to Escrow Holder) given within ten (10) days Business Days after Purchaser is notified Sellers notify Buyer in writing of such damage or destruction (provided that and if necessary the Closing Date shall be extended to give Buyer the full 10-day period to make 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 reaffirm its intention to: election): (i) lease 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 Rentterminate this Agreement, in which event Purchaser Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit to Buyer and the parties shall proceed to close on have no further obligations hereunder (except the Building F Property. Damage as to indemnity obligations of each party, which shall survive indefinitely and 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). In the event the Closing occurs pursuant to Section 9.1, the foregoing other obligations shall set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase Price, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the ClosingClosing Date) due 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 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 Closing as provided in clause (ii) above. “Material damage” and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Sellers’ reasonable estimation, will take longer than 120 days to repair.

Damage. All risk of loss with respect If, prior to the Building F Property Closing Date, all or any part of the Improvements are substantially damaged by fire or other casualty, Seller shall remain with immediately give notice to Purchaser of such fact and, at Purchaser's option (to be exercised within thirty (30) days after Seller's notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement (other than the Building F Owner until obligations set forth in Section 3(b) and Article 13 hereof, which obligations shall survive any such termination) and the Building F Closing and delivery of a deed vesting title Xxxxxxx Money shall be refunded to Purchaser provided Purchaser is not in Purchaserbreach or default hereunder beyond any applicable grace or cure period. If Purchaser fails to elect to terminate despite such damage, when full risk of loss with respect to or if the Building F Property shall pass to Purchaser. Improvements are damaged but not substantially, Seller shall promptly give Purchaser written notice of any damage to the Building F Property to the extent known to Seller, if the cost commence to repair such damage, as reasonably estimated by Seller, exceeds Fifteen Thousand Dollars ($15,000). Such notice shall describe, damage or destruction and return the Improvements to the extent known substantially its condition prior to Seller, the scope of such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. With respect to any If such damage that is not material (as defined below), the 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 be completely repaired prior to the Building F Closing out of any insurance proceeds received by Seller for Date then there shall be no reduction in the damage, Purchase Price and Seller shall transfer and assign any remaining retain the proceeds of all insurance proceeds or rights thereto related 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)damage. To the extent any damage is material, Purchaser may elect (in its sole discretion) by notice to Seller given within ten (10) days after Purchaser is notified of If 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 be completely repaired prior to the Building F PropertyClosing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, Purchaser shall have the right to delay the Closing Date until repair is completed for a period not to exceed thirty (30) days, and if Purchaser terminates this Agreement with respect to the Building F Propertyany damage remains unrepaired at Closing, Seller may elect to cover any shortfall shall assign all of its right, title and interest in insurance proceeds and reaffirm its intention to: (i) lease 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 Building F Property. Damage as to any one or multiple occurrences is material if the cost insurance claims and proceeds relating to repair the damage, as reasonably estimated by Seller’s contractor (if Seller has engaged a contractor such damage and shall deliver to perform the work)Purchaser an amount equal to any deductible portion of any applicable casualty insurance policy, and otherwise by a contractor approved by both Purchaser and Sellerthe Purchase Price shall not be reduced. For purposes of this Section, acting reasonably, exceeds the words "substantially damaged" mean damage that would cost Seven Hundred and Fifty Thousand and 00/100 Dollars ($750,000). In the event the Closing occurs pursuant 750,000.00) or more to Section 9.1, the foregoing obligations shall survive the termination of this Agreement and the Closingrepair.

Damage. All risk Risk of loss with respect up to and including the Building F Property Closing Date shall remain with be borne by Seller except as expressly set forth herein. In 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 the Building F Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice event of any material damage to or destruction of the Building F Property or any portion thereof, Buyer may, at its option, by notice to the extent known Seller (with a copy to Seller, if the cost to repair such damage, as reasonably estimated by Seller, exceeds Fifteen Thousand Dollars Escrow Holder) given within five ($15,000). Such notice shall describe, to the extent known to Seller, the scope 5) Business Days after Seller notifies Buyer in writing of such damagedamage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 5-day period to make such election): (i) terminate this Agreement, whether in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit (less the Independent Contract Consideration) to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any other obligations set forth herein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement with no adjustment of the Purchase 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 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 any uninsured or underinsured loss. If Buyer elects (ii) above, Seller will cooperate with Buyer in obtaining the estimated cost of repairing insurance proceeds and such damageagreements from Seller’s insurers. With respect to any damage that If the Property is not material (as defined below)materially damaged, then the 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 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 (as provided in its sole discretion) by notice to Seller given within ten (10) days after 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 reaffirm its intention to: (i) lease the Building F Property; clause (ii) pay all Rent above. “Material damage” and “Materially damaged” means damage (as defined w) resulting in the Building F Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) as such Rent becomes due and owing under the Building F Lease; and (iii) waive any claim to offsets, defenses or abatement of such Rentwhich, in which event Purchaser shall proceed to close on the Building F Property. Damage as to any one Buyer’s 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 reasonable estimation, will take longer than 120 days 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). In the event the Closing occurs pursuant to Section 9.1, the foregoing obligations shall survive the termination of this Agreement and the Closingrepair.

Damage. All risk of loss with respect to the Building F Property shall remain with the Building F Owner until the Building F Closing and delivery of a deed vesting title in PurchaserIf, when full risk of loss with respect to the Building F Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Building F Property to the extent known to Seller, if the cost to repair such damage, 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 is covered by insurance and the estimated cost of repairing such damage. With respect to any damage that is not material (as defined below), the 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 Date, all or any material part of the Property is substantially damaged by fire, casualty, the elements or any insurance proceeds received by Seller for the damageother cause, and Seller shall transfer and assign any remaining insurance proceeds or rights thereto immediately give notice 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, fact and at Purchaser's option (to be exercised by Purchaser may elect (in its sole discretion) by giving notice thereof to Seller given within ten and Escrow Agent prior to the earlier of the Closing Date or fifteen (1015) days after Purchaser is notified of such damage (provided that such Seller's 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 Purchaser), 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 reaffirm its intention to: (i) lease 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 Rentshall terminate, in which event Purchaser shall proceed to close on the Building F Property. Damage as to neither party will have any one or multiple occurrences is material if the cost to repair the damagefurther obligations under this Agreement, 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). In the event the Closing occurs pursuant to Section 9.1, the foregoing except for those obligations shall which expressly survive the termination of this Agreement 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 assign to Purchaser at the Closing all of Seller's right, title and interest in and to the proceeds of all insurance related to such damage (except that Seller shall not assign, and Seller shall retain, the proceeds of any rent loss insurance relating to the period prior to Closing) along with Seller's payment to Purchaser of an amount equal to any insurance deductibles related to such damage. For purposes of this Section, the words "substantially damaged" mean damage that would cost Five Hundred Thousand and No/100ths Dollars ($500,000.00) or more to repair. During the pendency of this Agreement, Seller shall maintain casualty insurance on the Property in accordance with the requirements of the Allianz Loan and so as to not require co-insurance, subject only to any permitted deductible.

Damage. All risk In the event of loss with respect "damage" to the Building F Property shall remain with the Building F Owner until the Building F Closing and delivery of a deed vesting title in Purchaseror any portion thereof prior to Closing, when full risk of loss with respect to the Building F Property shall pass to Purchaser. which is "major" (as such terms are hereinafter defined) then Seller shall promptly give notify Purchaser written notice thereof. In the event of any damage to the Building F Property to the extent known to Seller, if the cost to repair such major damage, as reasonably estimated by Seller, exceeds Fifteen Thousand Dollars ($15,000). Such notice shall describe, Purchaser may elect to proceed with 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. With respect to any damage that is not material (as defined below), the 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 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 other provisions of such repairs). To the extent any damage is material, 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's receipt of Seller's notice respecting the damage. If, within ten (10) days of receipt of Seller's notice respecting such major damage, Purchaser is notified delivers written notice of such damage (provided that such notice period termination of this Agreement to 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 extend the Building F Closing Date) to proceed in the same manner as in the case of damage that is not material or timely elect to terminate this Agreement with respect (subject to the Building F Property, provided, however, if Purchaser terminates this Agreement with respect any lender's refusal to the Building F Property, Seller may elect to cover any shortfall in pay insurance proceeds and reaffirm its intention to: (i) lease 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 or condemnation awards to offsets, defenses or abatement of such RentSeller, in which event Purchaser shall proceed have ten ( 10) days from receipt of notice of such refusal to close on the Building F Property. Damage as elect whether 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 workterminate this Agreement), Purchaser shall have no further right to terminate this Agreement as a result of the damage and otherwise by in such event, Seller shall pay over or assign to Purchaser at Closing all insurance proceeds or condemnation awards payable as a contractor approved by both result of such damage and pay any insurance deductible due under Seller's insurance policy(ies). 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 insurance proceeds or condemnation awards payable as a result of such damage and pay any insurance deductible due under Seller, acting reasonably, exceeds Seven Hundred and Fifty Thousand Dollars ($750,000's insurance policy(ies). In the event the damage is not major and prior to Closing occurs pursuant 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 restore the Property to substantially the same condition as immediately before such casualty), such amount to be 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 contemplated under this Section 9.17.1 shall include, without limiting the generality of the foregoing obligations assignment, insurance proceeds from any loss of income or rents insurance policy maintained by Seller. The Closing shall survive be extended for a period of up to an additional thirty (30) days in the termination of this Agreement and event any lender fails to make a decision regarding any insurance proceeds or condemnation awards on or before the Closingthen scheduled Closing Date.

Damage. All risk of loss with respect If, prior to the Building F Settlement, a Portfolio Property 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 the Building F Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Building F Property to the extent known to Seller, if the cost to repair such damage, 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 is covered by insurance and the estimated cost of repairing such damage. With respect destroyed or damaged to any damage that is not material (as defined below)extent, then Purchaser shall have the parties shall proceed to close option, which must be exercised by it on the Building F Property, and Seller shall, to the extent required under Section 9 earlier 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 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 (in its sole discretion) by notice to Seller given within ten (10) days after Purchaser is notified of such damage or destruction or the Settlement Date, to (provided that such notice period shall not extend the Building F Closing Datea) 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 such Portfolio Property by giving written notice thereof to the Building F Property, Seller may elect to cover any shortfall in insurance proceeds and reaffirm its intention to: (i) lease 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 Rentbefore 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 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 proceed to close on the Building F Property. Damage as be entitled to any one 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 multiple occurrences 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 other provisions hereof, but Purchaser shall be entitled to any and all insurance proceeds payable to Seller as a result of such damages and destruction (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), as set forth above. Damages to or destruction of a Portfolio Property shall be deemed not material if (a) the Portfolio Property can be repaired or replaced for a cost not to repair exceed five percent (5%) of 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). In b) the event number of rental apartment units damaged or destroyed is less than five percent (5%) of the Closing occurs pursuant to Section 9.1, the foregoing obligations shall survive the termination total number of this Agreement and the Closingunits at such Portfolio Property.

Damage. All risk of loss with respect If, prior to the Building F Closing Date, all or any part of the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall remain with immediately give Buyer written notice of such fact and Buyer shall have the Building F Owner until right (to be exercised within thirty (30) days after receipt of Seller’s notice) to terminate this Agreement. If this Agreement is so terminated, neither party will have any further obligations under this Agreement and the Building F Closing Exxxxxx Money and delivery of a deed vesting title in Purchaserall accrued interest thereon shall be refunded to Buyer. If Buyer fails to terminate this Agreement despite such damage, when full risk of loss with respect to or if the Building F Property shall pass to Purchaser. is damaged but not substantially, Seller shall promptly give Purchaser written notice 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 any all insurance related to such damage. If such damage shall not be completely repaired prior to the Building F Property Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the extent known repair after the Closing Date and shall be entitled to Sellerreceive the proceeds of all insurance related to such damage after repair is completed; provided, if however, that Buyer shall have the cost right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, as reasonably estimated by Seller, exceeds Fifteen Thousand Dollars ($15,000). Such notice then Buyer shall describe, have the right to require the extent known Closing to Seller, the scope of such damage, whether such damage is covered by insurance occur and the estimated cost of repairing such damage. With respect to any damage that Purchase Price (specifically, first the cash portion thereof, if applicable which is not material (as defined below), the parties shall proceed to close payable on the Building F Property, and Seller shall, to Closing Date) shall be reduced by the extent required 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 Seller’s right under the Building F Lease to use such insurance proceeds for cost of such repairsrepair (as estimated by Buyer’s contractor). To , or at Buyer’s option, the extent any damage is material, Purchaser may elect (in its sole discretion) by notice Seller shall assign to Seller given within ten (10) days after Purchaser is notified Buyer all right to receive the proceeds of all insurance related to such damage (provided that and the Purchase Price shall be reduced by the amount of any deductibles on such notice period shall not extend insurance. For purposes of this Section, the Building F Closing Date) to proceed in the same manner as in the case of words “substantially damaged” mean damage that is not material would cost $200,000 or more 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 reaffirm its intention to: (i) lease 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 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). In the event the Closing occurs pursuant to Section 9.1, the foregoing obligations shall survive the termination of this Agreement and the Closingrepair.

Damage. All risk of loss with respect to the Building F Property Tenant 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 the Building F Property shall pass to Purchaser. Seller shall promptly give Purchaser immediate written notice to Landlord of any damage caused to the Building F Property to the extent known to Seller, if the cost to repair such damage, as reasonably estimated Leased Premises 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 is covered by insurance and the estimated cost of repairing such damage. With respect to any damage that is not material (as defined below), the 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 insurance proceeds received by Seller for the damage, and Seller shall transfer and assign any remaining insurance proceeds fire 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 (in its sole discretion) by notice to Seller given within ten (10) days after 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 reaffirm its intention to: (i) lease 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 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)other casualty. In the event the Closing occurs 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 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 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 Section 9.1such mortgage, deed of trust or other lien, to require the foregoing obligations 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 survive give written notice to Tenant of such an election within thirty (30) days after the termination occurrence of this Agreement such casualty, and if it elects to rebuild and repair shall proceed to do so with reasonable diligence and at its sole cost and expense. Notwithstanding anything to the Closingcontrary in the foregoing, 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 repair such damage promptly at Tenant’s sole cost and expense.

Damage. All risk of loss with respect to the Building F Property shall remain with the Building F Owner Seller until the Building F Closing and delivery of a the deed vesting title in Purchaser, when full risk of loss with respect to the Building F Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Building F Property to the extent known to SellerProperty, if the cost to repair such damage, as reasonably estimated by Seller, exceeds Fifteen Thousand Dollars ($15,000). Such notice shall describe, to the extent known to Seller, the scope of describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. With respect to any If such damage that is not material material, then (as defined below), the parties shall proceed to close on the Building F Property, and i) Seller shall, to the extent required under Section 9 of the Existing Building F Leasepossible, begin repairs prior to the Building F 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 Seller 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 Building F 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’s right under Seller any excess amounts credited to Seller at Closing for such restoration work, to the Building F Lease extent not required to use such insurance proceeds for cost be applied to effect the completion of such repairsthe restoration). To the extent any If such damage is 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 (provided that and the Closing shall be extended, if necessary, to give Purchaser such notice 10 day period shall not extend the Building F Closing Dateto 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 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 reaffirm its intention to: (i) lease 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 RentAgreement, 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 shall proceed to close on for the Building F Propertycost 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. In Purchaser further shall have the event right to characterize damage as material if the Closing occurs pursuant damage entitles any tenant to Section 9.1, the foregoing obligations shall survive the termination terminate its Lease. An affiliate of this Agreement and the ClosingSeller may be engaged as Seller's contractor.

Damage. All risk Risk of loss with respect to the Building F Real Property up to and including the Closing Date 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 the Building F Property shall pass to Purchaserbe borne by Seller. Seller shall promptly give Purchaser Buyer written notice of any damage to the Building F Property to the extent known to SellerFacility, if the cost to repair describing such damage, 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, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. With respect 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 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 that 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 material materially damaged, then (as defined below)A) Buyer shall not have the right to terminate this Agreement, the parties shall proceed to close on the Building F Property, and (B) Seller shall, to the extent required under Section 9 of requested and directed by Buyer, repair the Existing Building F Leasedamage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, begin repairs prior to the Building F Closing out of and (C) at Closing, Buyer shall receive any insurance proceeds received by (including any rent loss insurance applicable to any period on and after the Closing Date) due 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 as a result of such repairs)damage or destruction. To the extent any damage is materialSeller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Purchaser may elect (in its sole discretion) by notice to Seller given within ten (10) days after Purchaser is notified shall be paid a portion of such damage (provided that insurance proceeds in an amount equal to 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 costs. “Material damage” and “materially damaged” means, with respect to the Building F PropertyFacility, 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 reaffirm its intention to: damage (ix) lease 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 Rentwhich, in which event Purchaser shall proceed Buyer’s reasonable estimation, exceeds $150,000 to close on the Building F Property. Damage as to any one 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). In the event the Closing occurs pursuant to Section 9.1, the foregoing obligations shall survive the termination of this Agreement and the Closingor restore.

Damage. All risk In the event of loss with respect “damage” to the Building F Property shall remain with the Building F Owner until the Building F Closing and delivery of a deed vesting title in Purchaseror any portion thereof prior to Closing, when full risk of loss with respect to the Building F Property shall pass to Purchaser. which is “major” (as such terms are hereinafter defined) then Seller shall promptly give notify Purchaser written notice thereof. In the event of any damage to the Building F Property to the extent known to Seller, if the cost to repair such major damage, as reasonably estimated by Seller, exceeds Fifteen Thousand Dollars ($15,000). Such notice shall describe, Purchaser may elect to proceed with 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. With respect to any damage that is not material (as defined below), the 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 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 other provisions of such repairs). To the extent any damage is material, 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’s receipt of Seller’s notice respecting the damage. If, within ten (10) days of receipt of Seller’s notice respecting such major damage, Purchaser is notified delivers written notice of such damage (provided that such notice period termination of this Agreement to 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 extend the Building F Closing Date) timely elect to proceed in the same manner as in the case of damage that is not material or 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 Building F Propertydamage 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, provided, however, if then Purchaser terminates 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 Building F Property, Seller may elect to cover any shortfall in damage and all insurance proceeds and reaffirm its intention to: (i) lease the Building F Property; (ii) pay all Rent (or condemnation awards payable 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 a result of such Rent, in which event damage that have not been paid on account of Monetary Liens. Purchaser shall proceed to close on receive a credit at the Building F Property. Damage as to 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). In the event the Closing occurs pursuant to Section 9.1, the foregoing obligations shall survive the termination of this Agreement and the Closingapplicable.