Common use of Destruction or Damage Clause in Contracts

Destruction or Damage. In the event any of the Property is damaged or destroyed prior to the Closing Date, Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any such damage or destruction (a) is an insured casualty, and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full force and effect, and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”), and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policy.

Destruction or Damage. In If, subsequent to the event any of the Property is damaged Contract Date and on or destroyed prior to before the Closing Date, all or any material portion of the Property shall be destroyed or damaged by one or more incidents of vandalism, fire, release of Hazardous Materials or other casualty, whether or not covered by insurance, Seller shall notify immediately give Buyer in writing notice of such fact promptly occurrence, and Buyer, within fifteen (15) days after obtaining knowledge thereof. If any receipt of such damage or destruction notice, may elect by written notice to Seller to (a) is an insured casualtyterminate this Agreement, in which event this Agreement shall be deemed null and void and neither party shall have any further rights and obligations hereunder (subject to Buyer's Indemnity which shall survive closing for the period specified in Section 5.2), or (b) would cost less than Two Million and No/100 Dollars proceed to close the transaction contemplated hereby as scheduled ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full force and effect, and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of except that if the Closing Date is less than fifteen (15) days following Buyer's receipt of such notice, closing shall be delayed until Buyer makes such election), with no adjustment to the Acquisition Price; provided; however, that Buyer shall have the right to participate in connection with the negotiation and/or adjustment and settlement of the casualty any insurance claim with the insurer (the “Realization Costs”)relating to said damage, and Seller shall assign and/or pay to Buyer at closing all of Seller’s right, title insurance proceeds (and interest other related choses in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closingaction, if available and assignable)any) collected or claimed with respect to said loss or damage plus any deductible or self-insured amount. In Buyer's failure to give notice within the event the Property is damaged or destroyed prior time period specified above shall be deemed to the Closing Date and the cost be Buyer's election of repair would equal or exceed Two Million and No/100 Dollars option ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding a) above. Notwithstanding anything to the contrary set forth above contained in this sectionSection 9.1, if the cost of restoring damage to the Property is less than One Hundred Thousand Dollars ($100,000.00), then Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect no right to terminate this Agreement as set forth above, this Agreement and the closing and insurance adjustment procedures described in clause (b) above shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policyapply.

Destruction or Damage. In the event any of the Property is damaged or destroyed that prior to the Closing DateDate any portion of the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall notify Buyer in writing immediately give Purchaser notice of such fact promptly after obtaining knowledge thereofoccurrence. If any the amount of damage caused by such damage fire or destruction casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) is an insured casualtyterminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full have no further force and effect, or (b) Close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Buyer Seller shall acquire assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Property upon Purchase Price equal to equal amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the terms and conditions set forth hereinoption contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such eventfire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Buyer Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”), and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of any insurance on account of deductible under such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policy.

Destruction or Damage. All risk of loss to any Property shall remain with Sellers prior to the Closing. In the event any of the Property is Properties are damaged or destroyed prior to the Closing Date, Seller Sellers shall notify Buyer Buyer, in writing writing, of such fact promptly after obtaining knowledge thereof. If any such damage or destruction destruction: (a) is an insured casualty, and (b) would cost less than Two Million and No/100 Dollars an amount equal to five percent ($2,000,000.005%) of the Purchase Price (allocated to the damaged Property) to repair or restore; and , then this Agreement shall remain in full force and effect, and Buyer shall acquire the Property Properties upon the terms and conditions set forth herein. The cost of repair shall be determined by an architect and contractor selected by Sellers and reasonably approved by Buyer. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s Sellers’ casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) policy, less all actual and reasonable costs and expenses, including reasonable attorneys’ fees and expensescosts, incurred by Seller Sellers as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”), and Seller Sellers shall assign to Buyer all of Seller’s Sellers’ right, title and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable)destruction. In the event the any Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars an amount equal to five percent ($2,000,000.005%) of the Purchase Price (allocated to the damaged Property), or the casualty is an uninsured casualty casualty, then, notwithstanding anything to the contrary set forth above in this sectionSection, either Sellers or Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty five (305) days after Seller notifies Sellers notify Buyer that a casualty has occurred of the cost of repairing the damage to make such election by delivery to Seller Sellers of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty five (305) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller Sellers shall assign to Buyer all of Seller’s Sellers’ right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s Sellers’ casualty insurance policy.

Destruction or Damage. In the event any of the Property is damaged or destroyed prior to the Closing Date, Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any such damage or destruction destruction: (i) (a) is an insured casualty, casualty and (b) would cost less than Two Million and No/100 Dollars an amount equal to ten percent ($2,000,000.0010%) of the Purchase Price to repair or restore; , and (ii) does not result in a termination of the Lease, then this Agreement shall remain in full force and effect, effect and Buyer shall acquire the Property upon the terms and conditions set forth herein. The cost of repair shall be determined by an architect and contractor selected by Seller and reasonably approved by Buyer. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s 's casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ ' fees and expensescosts, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”"REALIZATION COSTS"), and Seller shall assign to Buyer all of Seller’s 's right, title and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable)destruction. In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars an amount equal to ten percent ($2,000,000.00)10%) of the Purchase Price, or the casualty is an uninsured casualty casualty, then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty ten (3010) days after Seller notifies Buyer that a casualty has occurred of the cost of repairing the damage to make such election by delivery to Seller of a written election notice (the “Election Notice”"ELECTION NOTICE") and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty ten (3010) day period shall be deemed an election not to terminate this Agreement. Notwithstanding anything contained in Section 7.1(d) to the contrary, any termination by Buyer under this Section 11.2 shall not result in a termination of Buyer's right to acquire any remaining Portfolio Properties under the Portfolio Agreements. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s 's right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s 's casualty insurance policy.

Destruction or Damage. In the event any of the Property is damaged or destroyed in any material respect prior to the Closing Date, Seller shall notify Buyer in writing Purchaser of such fact promptly after obtaining knowledge thereof. If any such damage or destruction (a) is an insured casualty, casualty and (b) would cost constitutes less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and a Substantial Casualty, then this Agreement shall remain in full force and effect, effect and Buyer Purchaser shall acquire the Property upon on the terms and conditions set forth herein. In such event, Buyer at Closing Purchaser shall receive a credit against the Purchase Price equal to (x) the amount of any insurance proceeds received by Seller and not applied toward restoration of the damage or destruction in respect of which it was paid to Seller plus (y) the deductible amount plus any co-insurance applicable under Seller’s 's casualty policy and all sums collected by Seller under all policies of insurance policy, less (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Sellerz) less all reasonable costs and expenses, including reasonable attorneys’ ' fees plus any co-insurer fees and expensescosts, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “"Casualty Realization Costs”), ") and Seller shall assign to Buyer Purchaser all of Seller’s 's right, title and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable)destruction. In the event a Substantial Casualty occurs at the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty Premises then, notwithstanding anything to the contrary set forth above in this sectionSection, Buyer Purchaser shall have the right, at its election, ether (i) to terminate this Agreement or (ii) to proceed to purchase the Property in accordance with the terms of this Agreement. Buyer Purchaser shall have thirty (30) days after Purchaser receives notice from Seller notifies Buyer that a casualty such Casualty has occurred to make such the foregoing election by delivery delivering to Seller of a written election notice (the “"Election Notice”") and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policy.for

Destruction or Damage. In the event any of the Property is damaged or destroyed that prior to the Closing DateDate any portion of the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall notify Buyer in writing immediately give Purchaser notice of such fact promptly after obtaining knowledge thereofoccurrence. If any the amount of damage caused by such damage fire or destruction casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) is an insured casualtyterminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full have no further force and effect, or (b) close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen(15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Buyer Seller shall acquire the Property upon the terms assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and conditions set forth herein. In such eventloss of rents, Buyer and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. -12- In the event that the amount applicable under of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller’s casualty policy ), Purchaser may not elect to terminate this Agreement and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to shall close the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller transaction contemplated hereby as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”)scheduled, and Seller shall assign to Buyer Purchaser at Closing all of rights under Seller’s right, title 's insurance policy to collect insurance proceeds for such destruction or damage and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on rents, and after Closing, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible amount (less the Realization Costs) under Seller’s casualty insurance such policy.

Destruction or Damage. In the event any of the Property is damaged or destroyed that prior to the Closing DateDate any portion of the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall notify Buyer in writing immediately give Purchaser notice of such fact promptly after obtaining knowledge thereofoccurrence. If the amount of damage caused by such fire or casualty shall (i) exceed $250,000.00 (as reasonably determined by Purchaser), or (ii) be $250,000.00 or less but as a result thereof any Anchor Tenant or Shop Lease Tenant may terminate their Lease or xxxxx their rent or other charges (unless, with respect to such damage rent abatement, Seller assigns and Purchaser receives Seller's rent abatement insurance proceeds in an amount equal to or destruction greater than the amount of such abated rent) (a "Lease Termination Event"), Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) is an insured casualtyterminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full have no further force and effect, or (b) close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Buyer Seller shall acquire the Property upon the terms assign to Purchaser at Closing all rights under Seller's insurance policy, if any, to collect insurance proceeds for such destruction or damage and conditions set forth herein. In such eventloss of rents, Buyer and Purchaser shall receive a credit against the Purchase Price in an amount equal to any deductible under such policy, if any. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the deductible option contained in subsection (b) of this Section 6.1. In the event that the amount applicable under Seller’s of damage caused by such fire or casualty policy is less than $250,000.00, and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable no Lease Termination Event has occurred, Purchaser may not elect to terminate this Agreement and shall close the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller transaction contemplated hereby as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”)scheduled, and Seller shall assign to Buyer Purchaser at Closing all of rights under Seller’s right, title and interest in and to all proceeds of any 's insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destructionpolicy, if any, andto collect insurance proceeds for such destruction or damage and loss of rents, if the casualty was an insured casualty, Buyer and Purchaser shall receive a credit against the Purchase Price in an amount equal to the any deductible amount (less the Realization Costs) under Seller’s casualty insurance such policy.

Destruction or Damage. In the event any of the Property is damaged or destroyed that prior to the Closing Date, Seller the Premises, or any material part thereof, is destroyed or damaged, Buyer shall notify have the right exercisable by giving notice to Sellers within fifteen (15) days after Buyer in writing learns of such fact promptly after obtaining knowledge thereofthe same, to terminate this Agreement. If Buyer does not elect to so terminate, then Buyer shall accept the Premises on the Closing Date in its then physical condition with no reduction in the Purchase Price and Buyer shall be entitled to receive (i) an assignment of all of Sellers' rights to any insurance proceeds payable by reason of such damage or destruction (a) is an insured casualtydestruction, and Sellers shall execute and deliver to Buyer a written assignment thereof (btogether with all of Sellers' right to compromise, settle or adjust any claims to such proceeds) would cost less than Two Million at or prior to the Closing and No/100 Dollars ($2,000,000.00ii) to repair or restore; and then this Agreement shall remain in full force and effect, and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal for any deductible or self insured retention on any insurance policy or obligated person responsible for such claim, deductible or retention. Sellers shall cooperate with Buyer and take all reasonable actions requested by Buyer in order to give effect to and carry out the intent and terms of such assignment provided that in no event shall Sellers be required to incur any cost or expense in doing so (and, subject to the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies foregoing, Sellers shall be relieved of insurance (excluding loss of rents insurance attributable any further obligation with respect to the period collection of such proceeds). Sellers shall not compromise, settle or adjust any claims to such proceeds without Buyer's prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”)written consent, and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all any proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event the Property is damaged or destroyed received by Sellers prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force deposited into escrow and effect, Seller shall assign disbursed to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if at the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policyClosing.

Destruction or Damage. In the event any of the Property is damaged or destroyed that prior to the Closing Date, Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any such damage or destruction (a) is an insured casualty, and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full force and effect, and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”), and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00)Purchased Assets, or the casualty is an uninsured casualty thenany material part thereof, notwithstanding anything to the contrary set forth above in this sectionare destroyed or damaged, Buyer shall have the right, at its election, right exercisable by giving notice to terminate this Agreement. Buyer shall have thirty Sellers within fifteen (3015) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller learns of a written election notice (the “Election Notice”) and the Closing Date shall be extendeddestruction or damage, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer elects to so terminate, neither party shall have any further rights or obligations under this Agreement except that any Purchase Deposit with interest, if any, shall be immediately refunded to Buyer or in the alternative, any letter of credit in favor of Sellers shall be immediately cancelled. If Buyer does not elect to terminate this Agreement as set forth aboveso terminate, this Agreement then Buyer shall remain accept the Purchased Assets on the Closing Date in full force their then physical condition with no reduction in the Purchase Price and effect, Seller Buyer shall assign be entitled to Buyer receive: (i) an assignment of all of Seller’s right, title and interest in and Sellers’ rights to any and all insurance proceeds of insurance on account payable by reason of such damage or destruction, if anyand Sellers shall execute and deliver to Buyer a written assignment thereof (together with all of Sellers’ right to compromise, and, if settle or adjust any claims to such proceeds) at or prior to the casualty was an insured casualty, Buyer shall receive Closing; and (ii) a credit against the Purchase Price equal for any deductible or self insured retention on any insurance policy or obligated person responsible for such claim, deductible or retention. Sellers shall cooperate with Buyer and take all reasonable actions requested by Buyer in order to give effect to and carry out the intent and terms of such assignment provided that in no event shall Sellers be required to incur any cost or expense in doing so (and, subject to the deductible amount (less foregoing, Sellers shall be relieved of any further obligation with respect to the Realization Costs) under Sellercollection of such proceeds). Sellers shall not compromise, settle or adjust any claims to such proceeds without Buyer’s casualty insurance policyprior written consent, and any proceeds received by Sellers prior to the Closing Date shall be deposited into escrow and disbursed to Buyer at the Closing.

Destruction or Damage. In If, subsequent to the event any of the Property is damaged Contract Date and on or destroyed prior to before the Closing Date, all or any portion of the Property shall be destroyed or damaged by one or more incidents of vandalism, fire, release of Hazardous Materials or other casualty, whether or not covered by insurance, Seller shall notify immediately give Buyer in writing notice of such fact promptly after obtaining knowledge thereof. If any such damage or destruction occurrence, and if either (a) is an insured casualty, and the cost to repair or reconstruct said portion of the Property exceeds ten percent (10%) of the portion of the Purchase Price allocated to the Hotel on that portion of the Property or (b) would the casualty is not fully covered by insurance and Seller advises Buyer, in its notice of such casualty to Buyer, that Seller will not either repair and reconstruct fully or give Buyer a full credit at Closing for the cost less than Two Million and No/100 Dollars ($2,000,000.00) to complete any repair or restore; and then this Agreement shall remain in full force and effect, and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller reconstruction not completed as of the Closing (less the amount of insurance proceeds available therefor), then Buyer, within fifteen (15) days after receipt of such notice, may elect by written notice to Seller either (i) to terminate this Agreement, in which event the Earnxxx Xxxey Deposit and any interest thereon net of any investment charges shall be returned forthwith to Buyer, this Agreement shall be deemed null and void and neither party shall have any further rights and obligations hereunder (subject to Buyer's Indemnity which shall survive closing for the period specified in Section 5.2), or (ii) to proceed to close the transaction contemplated hereby as scheduled (except that if the Closing Date in connection is less than fifteen (15) days following Buyer's receipt of such notice, Closing shall be delayed until Buyer makes such election), with the negotiation and/or right to reduce the Purchase Price by the lesser of (A) the amount of the deficiency in insurance proceeds and (B) Five Hundred Thousand and no/100 Dollars ($500,000.00) and Buyer shall have the right to participate in the adjustment and settlement of the casualty any insurance claim with the insurer (the “Realization Costs”)relating to said damage, and Seller shall assign and/or pay to Buyer at Closing all insurance proceeds (and other related choses in action, if any) collected or claimed with respect to said loss or damage (other than the proceeds of Seller’s right's business interruption insurance), title and interest in and to all proceeds of less any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event the Property is damaged or destroyed third party documented costs spent by Seller prior to Closing with respect to said casualty, but plus any deductible or self-insured amount. Buyer's failure to give notice within the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth time period specified above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an to be Buyer's election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth of option (i) above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policy.

Destruction or Damage. In If, subsequent to the event any of the Property is damaged Contract Date and on or destroyed prior to before the Closing Date, all or any material portion of the Real Property shall be destroyed or damaged by one or more incidents of fire or other casualty, Seller shall notify immediately give Buyer in writing notice of such fact promptly after obtaining knowledge thereof. If any such damage or destruction (a) is an insured casualty, and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full force and effectoccurrence, and Buyer shall acquire on or before the Property upon earlier to occur of (i) fifteen (15) days after receipt of such notice and (ii) the terms then scheduled Closing Date, elect by written notice to Seller to (a) terminate this Agreement, in which event the Exxxxxx Money Deposit and any interest thereon net of any investment charges shall be returned forthwith to Buyer, subject to the disbursement and payment release conditions set forth herein. In such eventin Section 3.1, Buyer this Agreement shall receive a credit against be deemed null and void and neither party shall have any further rights and obligations hereunder (other than those matters which expressly survive early termination of this Agreement); or (b) proceed to close the transaction contemplated hereby as scheduled with no adjustment to the Purchase Price equal (provided, however, that Buyer shall have the right to participate with Seller in the adjustment and settlement of any insurance claim relating to said damage, and, to the deductible amount applicable extent the tenant(s) under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable the Leases at the Real Property are not entitled to the period prior to Closing which shall belong to Sellerinsurance proceeds, Seller shall, at Closing, (i) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”), and Seller shall assign to Buyer all of Seller’s right, title and interest in any then unpaid insurance proceeds claimed with respect to said loss or damage, and (ii) pay to Buyer all insurance proceeds theretofore paid to Seller with respect to same and not theretofore used for restoration or repair, plus any deductible amount). Buyer’s failure to give notice within the time period specified above shall be deemed to be Buyer’s election of any insurance on account option (b) above. For purposes of such this Section 9.1, damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event the Real Property is damaged or destroyed prior shall not be deemed to the Closing Date and be “material” under this Section 9.1 unless the cost of repair would equal or exceed Two restoring damage to the Real Property, in the aggregate, exceeds Twelve Million and No/100 00/100 US Dollars ($2,000,000.0012,000,000.00); provided, however, if, in the event of a certain fire or other casualty, any Lease requires the tenant thereunder to fully repair and restore the portion of the Real Property that is destroyed or damaged by same, and such tenant does not terminate its Lease on account thereof, then for purposes of this Agreement said fire or other casualty is an uninsured casualty thenshall in no event be deemed “material” hereunder, notwithstanding anything irrespective of whether the cost of restoring the damage to the contrary set forth above in this sectionReal Property exceeds $12,000,000. With respect to any such damage which is not material, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect no right to terminate this Agreement as set forth above, this Agreement provided that closing and insurance adjustment procedures described in clause (b) above shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policystill apply.

Destruction or Damage. In A. Sellers shall bear all risk of loss or damage to the event any of the Property is damaged or destroyed Real Estate until Closing. If, prior to Closing, the Closing DateImprovements or any portion thereof shall be destroyed or damaged by one or more incidents of vandalism, Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any such damage or destruction (a) is an insured fire and/or other casualty, and whether or not covered by insurance, requiring aggregate expenditures of more than $50,000 (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00including insurance proceeds) to repair repair, replace or restore; and then this Agreement shall remain in full force and effect, and Buyer shall acquire restore the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal same to the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period their condition prior to Closing which shall belong such fire or other casualty (as determined by an insurance adjustor selected by Purchaser and reasonably acceptable to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”Sellers), and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer Purchaser shall have the right, at its electionexercisable upon written notice delivered to Sellers not more than thirty (30) days following such destruction or damage, to terminate this Agreement. Buyer shall have thirty If one or more incidents of vandalism, fire or other casualty cause loss or damage to the Improvements (301) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice in an amount less than $25,000 or (the “Election Notice”2) in an amount greater than $50,000, determined as aforesaid, and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer Purchaser does not elect to terminate this Agreement as set forth aboveaforesaid, this Agreement then Purchaser may, at its option, either (a) defer Closing until the Improvements are repaired, replaced or restored to substantially the condition existing immediately prior to such loss or damage, in which case Sellers shall remain forthwith undertake and diligently complete such repair, replacement and/or restoration, or (b) close the transaction contemplated hereby on the date scheduled for Closing, in full force which case there shall be, at Purchaser's and effectSellers' option: (i) deducted from the Purchase Price an amount necessary to restore the Real Estate to its condition before such casualty, Seller or (ii) Sellers shall assign or pay to Buyer Purchaser at Closing all of Seller’s right, title insurance proceeds (and interest other related choses in and to any and all proceeds of insurance on account of such damage or destructionaction, if any, and, if ) collected or claimed with respect to said loss or damage and pay to Purchaser at Closing the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the amount of any applicable deductible amount (less the Realization Costs) under Seller’s casualty insurance policyfrom such insurance.

Destruction or Damage. In the event any of the Property is damaged or destroyed that prior to the Closing DateDate any portion of the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall notify Buyer in writing immediately give Purchaser notice of such fact promptly after obtaining knowledge thereofoccurrence. If any the amount of damage caused by such damage fire or destruction casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) is an insured casualtyterminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full have no further force and effect, or (b) close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Buyer Seller shall acquire the Property upon the terms assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and conditions set forth herein. In such eventloss of rents, Buyer and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Paragraph 6.1. In the event that the amount applicable under of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller’s casualty policy ), Purchaser may not elect to terminate this Agreement and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to shall close the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller transaction contemplated hereby as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”)scheduled, and Seller shall assign to Buyer Purchaser at Closing all of rights under Seller’s right, title 's insurance policy to collect insurance proceeds for such destruction or damage and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on rents, and after Closing, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible amount (less the Realization Costs) under Seller’s casualty insurance such policy.

Destruction or Damage. In the event any of the Property is damaged or destroyed that prior to the Closing DateDate any portion of the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall notify Buyer in writing immediately give Purchaser notice of such fact promptly after obtaining knowledge thereofoccurrence. If any the amount of damage caused by such damage fire or destruction casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) is an insured casualtyterminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full have no further force and effect, or (b) close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Buyer Seller shall acquire the Property upon the terms assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and conditions set forth herein. In such eventloss of rents, Buyer and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount applicable under of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller’s casualty policy ), Purchaser may not elect to terminate this Agreement and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to shall close the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller transaction contemplated hereby as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”)scheduled, and Seller shall assign to Buyer Purchaser at Closing all of rights under Seller’s right, title 's insurance policy to collect insurance proceeds for such destruction or damage and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on rents, and after Closing, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible amount (less the Realization Costs) under Seller’s casualty insurance such policy.

Destruction or Damage. In the event that the Property, or any of the Property is part thereof, shall be damaged or destroyed by fire or any other casualty (“Casualty”) prior to the Closing Date, Seller shall notify Buyer in writing give Purchaser prompt written notice of such fact promptly after obtaining knowledge thereofevent together with an estimate of the cost and time to restore prepared by an independent insurance examiner or engineer selected by Seller. If any such damage or destruction the Casualty will (a) is an insured casualty, and require more than ten percent (10%) of the Purchase Price to repair or (b) would cost less than Two Million result in the termination of any Space Lease in excess of 8,000 leasable square feet or a combination of Space Leases in excess of 20,000 leasable square feet in the aggregate (each event described in (a) or (b) herein called a “Casualty Termination Event”), Purchaser may cancel this Contract by notice to Seller within ten (10) days after receipt of notice from Seller specifying the Casualty Termination Event, in which event this Contract shall be deemed terminated and No/100 Dollars ($2,000,000.00) of no force and effect and neither party shall have any further rights or liabilities against or to repair the other except for those provisions expressly stated to survive the termination of this Contract and Seller shall cause the return of the Deposit to Purchaser. If there is no Casualty Termination Event or restore; and then if Purchaser does not timely elect to cancel the Contract in the event of a Casualty Termination Event, this Agreement Contract shall remain in full force and effecteffect and Purchaser shall be entitled to all insurance proceeds payable to Seller on account of such Casualty, less such sums, if any, as shall have been actually and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, reasonably incurred by Seller as of the Closing Date or expended by Seller in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”), and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of any insurance on account repair or restoration of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), Casualty or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account prosecution of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policyclaim.

Destruction or Damage. In If, after the event any of the Property is damaged or destroyed Binding Date and prior to the Closing Date, the Improvements shall be destroyed or damaged in an amount in excess of $100,000.00 by fire, vandalism or other casualty, then Purchaser shall have the right and option to terminate this Agreement by giving Seller written notice to such effect, within twenty (20) days after the date of receipt by Purchaser of written notification of such fire or other casualty, or (ii) within five (5) days after the determination of the amount of such damages as provided in this paragraph, whichever is later. Should Purchaser elect to so terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser within five (5) days after notice of such election, and thereupon the parties hereto shall be released from any and all further obligations hereunder except as others specified in Paragraph 5 hereof. In the event of fire, vandalism or other casualty causing damage in the amount of $100,000.00 or less, (or more than $100,000.00 and Purchaser does not elect to terminate), then Purchaser shall not have the right to so terminate this Agreement and in such event shall have the right to participate in the adjustment and settlement of any insurance claim relating to said damage, and at the Closing Seller shall notify Buyer assign the interest of Seller in writing of such fact promptly after obtaining knowledge thereof. If and to any such insurance proceeds with respect to said damage or destruction (a) is an insured casualty, to Purchaser and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement Purchaser shall remain in full force and effect, and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive be given a credit against the Purchase Price in an amount equal to the amount if any deductible amount under the applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of policies. If the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”), and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event the Property is damaged or destroyed a date prior to the Closing Date and expiration of the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00)time periods specified above, or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient delayed until Purchaser makes its election within the time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth periods specified above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policy.

Destruction or Damage. In The risk of any loss or damage to the Real Property by fire or other casualty before the Closing shall continue to be borne by Seller. Seller shall promptly give Purchaser written notice of any fire or other casualty (in any event any within ten (10) days after Seller first has Knowledge of the occurrence of same), which notice shall include a description thereof in reasonable detail and an estimate of the cost of time to repair. If (i) any portion of the Real Property is damaged by fire or destroyed casualty after the Effective Date and is not repaired and restored substantially to its original condition prior to Closing, or (ii) at the time of Closing Datethe estimated cost of repairs as to the Real Property is THREE HUNDRED FIFTY THOUSAND U.S. DOLLARS ($350,000.00) or less, as determined by an independent adjuster selected by Seller, Purchaser shall be required to purchase the Property in accordance with this Agreement, and Purchaser shall receive from Seller shall notify Buyer in writing at Closing (I) an assignment, without representation of such fact promptly after obtaining knowledge thereofwarranty by or recourse against Seller, of all insurance claims and proceeds with respect thereto, plus (II) an amount equal to Seller’s insurance deductible. If any the estimated cost of repairing such damage or destruction (a) to the Real Property is an insured casualty, and (b) would cost less more than Two Million and No/100 Dollars THREE HUNDRED FIFTY THOUSAND U.S. DOLLARS ($2,000,000.00350,000.00), as determined by such independent adjuster, Purchaser may, at its sole option: (x) to repair or restore; and then terminate this Agreement shall remain in full force and effect, and Buyer shall acquire by notice to Seller on or before the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as earlier of the Closing Date in connection with or the negotiation and/or settlement of the casualty claim with the insurer tenth (the “Realization Costs”), and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of any insurance on account 10th) day after receipt of such damage or destruction that remain uncollected (including loss of rents insurance attributable notice described above, in which event no party shall have any further liability to the period on and after Closing, if available and assignableparty under this Agreement; or (y) proceed to Closing as provided in this Section 15(b). In no event shall the event amount of insurance proceeds assigned to Purchaser under this subparagraph (plus the Property is damaged or destroyed prior to amount of the Closing Date and deductible) exceed the lesser of (i) the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or ii) the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such electionPurchase Price. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destructionparties’ obligations, if any, and, if under this Section 15(b) shall survive the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policyexpiration or any termination of this Agreement.

Destruction or Damage. In the event any parcel constituting a portion of the Property is damaged or destroyed after the date hereof, Contributors shall immediately give written notice of such damage or destruction to the Company. If, subsequent to the date hereof and prior to the Closing Date, Seller shall notify Buyer in writing any parcel constituting a portion of such fact promptly after obtaining knowledge thereof. If any such damage or destruction (a) is an insured casualty, and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full force and effect, and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”), and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event the Property is damaged or destroyed and the cost to repair or restore such parcel (in the reasonable judgment of the Company) is less than $500,000 per individual property, the Company shall close and take the parcels which have been damaged as diminished by such events, and Contributor owning such parcel shall assign and/or pay to the Company at Closing all insurance proceeds collected or claimed with respect to said loss or damage, plus any deductible. If, subsequent to the date hereof and prior to the Closing Date Date, all or any part of a parcel constituting a portion of the Property is damaged or destroyed and the cost to repair or restore any such parcel (in the reasonable judgment of repair would equal the Company) is greater than $500,000 per individual property, Contributors shall immediately give Company notice of such occurrence, and Company may, within ten (10) days after receipt of such notice, elect to (a) terminate this Agreement as to such parcel, the Contribution Price shall be reduced by the amount allocated to such property on Schedule 10 and the parties shall make any other adjustments as agreed upon, or exceed Two Million and No/100 Dollars ($2,000,000.00b) close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Company's receipt of such notice, closing shall be delayed until Company makes such election), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer which event Company shall have the rightright to participate in the adjustment and settlement of any insurance claim relating to said damage, and Contributor shall assign and/or pay to Company at its election, closing all insurance proceeds collected or claimed with respect to said loss or damage plus any deductible. Failure to give such notice within such time shall be conclusive evidence that Company has waived the option to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty by reason of the occurrence or occurrences of what it has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreementreceived notice. In the event Buyer does not elect Company elects to terminate this Agreement as to a parcel as provided in this Section, such parcel shall be excluded from the scope of the "Non Compete" covenant set forth abovein the Consulting Agreement of Xxxxxxx X. Xxxxx, this and in the Employment Agreement shall remain in full force and effectof Xxxxx Xxxxx, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policyrespectively.

Destruction or Damage. In the event any project comprising a portion of the Property is damaged or destroyed prior to the Closing Date, Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any Date and such damage or destruction (a) is an insured casualtywould cost less than or equal to One Hundred Thousand Dollars ($100,000.00) to repair or restore, and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) not give any tenant thereof the right to repair terminate or restore; and materially alter its Lease, then this Agreement shall remain in full force and effect, effect and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, the parties shall close the Transaction and Buyer shall receive at Closing a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable required to repair or restore the project to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”), and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of any insurance on account of condition existing immediately before such damage or destruction destruction; provided, however, nothing herein shall be construed to require Seller to repair or restore the project to a condition better than that remain uncollected (including loss existing on the date of rents insurance attributable to the period on and after Closing, if available and assignable)this Agreement. In the event the Property is damaged or destroyed prior to the Closing Date and If the cost of repair or restoration of the project would equal or exceed Two Million and No/100 One Hundred Thousand Dollars ($2,000,000.00100,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. then Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such an election to terminate this Agreement by delivery to Seller of a written election notice (the “"Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election"). The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does elects not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller the parties shall assign to Buyer all of Seller’s rightclose the Transaction, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, at Closing Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less cost of repair or restoration of the Realization Costs) under Seller’s casualty insurance policyproject to the condition existing before such damage or destruction.

Destruction or Damage. In If, subsequent to the event any of the Property is damaged or destroyed date hereof and prior to the Closing Date, Seller shall notify Buyer all or any portion which will cost less than $500,000.00 to repair or restore (in writing the reasonable judgment of Company or its lenders, if any) the Property, and provided no leases are terminated by tenants as a result of such fact promptly event, the Company shall close and take the Property as diminished by such events, and Contributor shall assign and/or to pay the Company at Closing all insurance proceeds collected or claimed with respect to said loss or damage, plus any deductible or self-insured amount. If, subsequent to the date hereof and prior to the Closing Date, all or any portion which will cost more than $500,000.00 to repair or restore (in the reasonable judgment of Company and Contributor) the Property or in the event any of the Leases may be terminated as a result of such event, or if any one or more improved parcels of the Property shall be entirely destroyed or damaged by one or more incidents of vandalism, fire and/or other casualty, whether or not covered by insurance, Contributor shall immediately give Company notice of such occurrence, and Company may, within fifteen (15) days after obtaining knowledge thereof. If any receipt of such notice, elect to (a) terminate this Agreement as to all properties comprising the Property if the cost to repair the damage or destruction exceeds $20,000,000.00; otherwise, to terminate this Agreement only as to such properties which have been damaged or destroyed, in which event, in the case of such termination as to all Properties, the Deposit (a) is an insured casualtyless $137,500.00, which sum shall be retained by Contributor), and (b) would cost less than Two Million any earnings thereon, shall be returned forthwith to Company, all obligations of the parties hereunder shall cease and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full have no further force and effect, and Buyer shall acquire in the case of termination as to such Property upon the terms and conditions set forth herein. In such eventwhich has been damaged or destroyed, Buyer shall receive a credit against the Purchase Price equal shall be reduced by the amount allocated to such property on Schedule 10 and the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance parties shall make any other adjustments as agreed upon, or (excluding loss of rents insurance attributable to b) close the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller transaction contemplated hereby as of scheduled (except that if the Closing Date in connection with the negotiation and/or settlement is less than fifteen (15) days following Company's receipt of the casualty claim with the insurer (the “Realization Costs”such notice, closing shall be delayed until Company makes such election), in which event Company shall have the right to participate in the adjustment and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds settlement of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable claim relating to the period on said damage, and after Closing, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller Contributor shall assign and/or pay to Buyer Company at closing all of Seller’s right, title and interest in and insurance proceeds collected or claimed with respect to said loss or damage plus any and all proceeds of insurance on account of such damage deductible or destruction, if any, and, if the casualty was an self-insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policyamount.

Destruction or Damage. In If there is a “material” destruction or damage to the event any of the Property is damaged or destroyed prior to Subject Premises before the Closing Date, Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any such damage or destruction Purchaser will, at its option, have the right to (a) is accept Seller’s repair of the Subject Premises to the state existing before the damage if the damage can be repaired before the date set for Closing or within an insured casualtyadditional period of time as Purchaser may, and but will have no obligation to, permit; (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full force and effect, and Buyer shall acquire take receive the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”), and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of any insurance, requiring Seller to pay to Purchaser any deductibles through a credit at Closing and to proceed and go forward with the transaction, or if the insurance on account proceeds are not yet available, Seller will escrow with the Title Company an amount equal to 125 percent of such damage the estimated cost to repair the damages from Closing proceeds until the insurance proceeds are received by Purchaser; or destruction that remain uncollected (including loss c) declare the transaction to be void and of rents insurance attributable to no further force or effect, in which event Purchaser will then receive a refund of the period on Deposit and after Closingbe relieved of any and all liability under this Agreement. For purposes of this Agreement, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and a “material casualty” will be a casualty the cost of repair would equal which is estimated to exceed $750,000. If there is a nonmaterial destruction or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything damage to the contrary set forth above in this sectionSubject Premises before the date of Closing, Buyer shall Purchaser will not have the right, at its election, right to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above. However, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all Purchaser will receive the proceeds of any insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive and Seller will pay to Purchaser any deductible through a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policyat Closing.

Destruction or Damage. In the event any of the Property is damaged or destroyed prior to the Closing Date, Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any such damage or destruction (a) is an insured casualty, casualty and (b) would cost less than Two One Million and No/100 Dollars ($2,000,000.001,000,000) to repair or restore; restore as reasonably determined by Seller and Buyer, then this Agreement shall remain in full force and effect, effect and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable such cost to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”), and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of any insurance on account of such damage repair or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable)restore. In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair (as determined as set forth above) would equal or exceed Two One Million and No/100 Dollars ($2,000,000.001,000,000), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “"Election Notice”") and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect elects to terminate continue this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s 's right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s 's casualty insurance policy.

Destruction or Damage. In the event any of the Property is damaged or destroyed that prior to the Closing DateDate any portion of the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall notify Buyer in writing immediately give Purchaser notice of such fact promptly after obtaining knowledge thereofoccurrence. If the amount of damage caused by such fire or casualty shall (i) exceed $250,000.00 (as reasonably determined by Purchaser), or (ii) be $250,000.00 or less but as a result thereof any Anchor Tenant or Shop Lease Tenant may terminate their Lease or xxxxx their rent or other charges (unless, with respect to such damage rent abatement, Seller assigns and Purchaser receives Seller’s rent abatement insurance proceeds in an amount equal to or destruction greater than the amount of such abated rent) (a XXxxxx Termination Event@), Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) is an insured casualtyterminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full have no further force and effect, or (b) close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser=s receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Buyer Seller shall acquire the Property upon the terms assign to Purchaser at Closing all rights under Seller=s insurance policy, if any, to collect insurance proceeds for such destruction or damage and conditions set forth herein. In such eventloss of rents, Buyer and Purchaser shall receive a credit against the Purchase Price in an amount equal to any deductible under such policy, if any. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the deductible option contained in subsection (b) of this Section 6.1. In the event that the amount applicable under Seller’s of damage caused by such fire or casualty policy is less than $250,000.00, and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable no Lease Termination Event has occurred, Purchaser may not elect to terminate this Agreement and shall close the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller transaction contemplated hereby as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”)scheduled, and Seller shall assign to Buyer Purchaser at Closing all of rights under Seller’s right, title and interest in and to all proceeds of any =s insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destructionpolicy, if any, andto collect insurance proceeds for such destruction or damage and loss of rents, if the casualty was an insured casualty, Buyer and Purchaser shall receive a credit against the Purchase Price in an amount equal to the any deductible amount (less the Realization Costs) under Seller’s casualty insurance such policy.

Destruction or Damage. In If, subsequent to the event any of the Property is damaged Contract Date and on or destroyed prior to before the Closing Date, all or any material portion of the Real Property shall be destroyed or damaged by one or more incidents of fire or other casualty, Seller shall notify immediately give Buyer in writing notice of such fact promptly after obtaining knowledge thereof. If any such damage or destruction (a) is an insured casualty, and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full force and effectoccurrence, and Buyer shall acquire on or before the Property upon earlier to occur of (i) fifteen (15) days after receipt of such notice and (ii) the terms then scheduled Closing Date, elect by written notice to Seller to (a) terminate this Agreement, in which event the Xxxxxxx Money Deposit and any interest thereon net of any investment charges shall be returned forthwith to Buyer, subject to the disbursement and payment release conditions set forth herein. In such eventin Section 3.1, Buyer this Agreement shall receive a credit against be deemed null and void and neither party shall have any further rights and obligations hereunder (other than those matters which expressly survive early termination of this Agreement); or (b) proceed to close the transaction contemplated hereby as scheduled with no adjustment to the Purchase Price equal (provided, however, that Buyer shall have the right to participate with Seller in the adjustment and settlement of any insurance claim relating to said damage, and, to the deductible amount applicable extent the tenant(s) under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable the Leases at the Real Property are not entitled to the period prior to Closing which shall belong to Sellerinsurance proceeds, Seller shall, at Closing, (i) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”), and Seller shall assign to Buyer all of Seller’s right, title and interest in any then unpaid insurance proceeds claimed with respect to said loss or damage, and (ii) pay to Buyer all insurance proceeds theretofore paid to Seller with respect to same and not theretofore used for restoration or repair, plus any deductible amount). Buyer’s failure to give notice within the time period specified above shall be deemed to be Buyer’s election of any insurance on account option (b) above. For purposes of such this Section 9.1, damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event the Real Property is damaged or destroyed prior shall not be deemed to the Closing Date and be “material” under this Section 9.1 unless the cost of repair would equal or exceed Two restoring damage to the Real Property, in the aggregate, exceeds Twelve Million and No/100 00/100 US Dollars ($2,000,000.0012,000,000.00); provided, however, if, in the event of a certain fire or other casualty, any Lease requires the tenant thereunder to fully repair and restore the portion of the Real Property that is destroyed or damaged by same, and such tenant does not terminate its Lease on account thereof, then for purposes of this Agreement said fire or other casualty is an uninsured casualty thenshall in no event be deemed “material” hereunder, notwithstanding anything irrespective of whether the cost of restoring the damage to the contrary set forth above in this sectionReal Property exceeds $12,000,000. With respect to any such damage which is not material, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect no right to terminate this Agreement as set forth above, this Agreement provided that closing and insurance adjustment procedures described in clause (b) above shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policy.still apply. 9.2

Destruction or Damage. In the event any of the Property is damaged or destroyed that prior to the Closing DateDate any portion of the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall notify Buyer in writing immediately give Purchaser notice of such fact promptly after obtaining knowledge thereofoccurrence. If any the amount of damage caused by such damage fire or destruction casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) is an insured casualtyterminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full have no further force and effect, or (b) Close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Buyer Seller shall acquire the Property upon the terms assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and conditions set forth herein. In such eventloss of rents, Buyer and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount applicable under of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller’s casualty policy ), Purchaser may not elect to terminate this Agreement and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to shall Close the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller transaction contemplated hereby as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”)scheduled, and Seller shall assign to Buyer Purchaser at Closing all of rights under Seller’s right, title 's insurance policy to collect insurance proceeds for such destruction or damage and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on rents, and after Closing, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible amount (less the Realization Costs) under Seller’s casualty insurance such policy.

Destruction or Damage. In the event that the Real Property, or any of the Property is part thereof, shall be damaged or destroyed by fire or any other casualty (“Casualty”) prior to the Closing Date, Seller shall notify Buyer in writing give Purchaser prompt written notice of such fact promptly after obtaining knowledge thereofevent together with an estimate of the cost and time to restore prepared by an independent insurance examiner or engineer selected by Seller. If any such damage or destruction (a) is an insured casualty, and (b) would cost less the Casualty will require more than Two Million and No/100 00/100 Dollars ($2,000,000.00) to repair (a “Casualty Termination Event”), Purchaser may cancel this Contract by giving notice to Seller within ten (10) days after receipt of notice from Seller specifying the Casualty Termination Event, in which event this Contract shall terminate and neither party shall have any further rights or restore; liabilities against or to the other, except for the Surviving Obligations, and provided that Purchaser is not in default under the Access Agreement, Seller shall cause the return of the Deposit to Purchaser. If Purchaser is in default under the Access Agreement at the time Purchaser so elects to terminate this Contract, Seller shall be entitled to instruct Escrow Holder to first deduct from the Deposit and to pay to Seller the Default Deduction, before paying the balance of the Deposit, if any, to Purchaser. In addition, in the event of a Casualty Termination Event, Seller may cancel this Contract by giving notice to Purchaser within twenty (20) days after the Casualty Termination Event, in which event this Contract shall terminate, and neither party shall have any further rights or liabilities against or to the other, except for the Surviving Obligations, and provided that Purchaser is not in default under the Access Agreement, Seller shall cause the return of the Deposit to Purchaser. If Purchaser is in default under the Access Agreement at the time Purchaser so elects to terminate this Contract, Seller shall be entitled to instruct Escrow Holder to first deduct from the Deposit and to pay to Seller the Default Deduction, before paying the balance of the Deposit, if any, to Purchaser. If there is no Casualty Termination Event, or if there is a Casualty Termination Event, but neither Purchaser nor Seller timely elects to cancel this Contract, then (a) this Agreement Contract shall remain in full force and effect, and Buyer and, at Seller’s election, Seller, at Seller’s expense, shall acquire either (i) repair or restore the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal damage to the deductible Building resulting from the Casualty, or (ii) transfer to Purchaser the amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of the Closing Date in connection with loss (including any deductible) that would have been covered by a special form causes-of-loss (“all risk”) property insurance policy covering the negotiation and/or settlement full replacement cost valuation of the casualty claim with the insurer (the “Realization Costs”)Building, and Seller Purchaser shall assign use such funds to Buyer all repair and restore the Building, and (b) the respective rights and obligations of Seller’s right, title and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and parties after Closing, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure governed by Buyer to deliver Article 13 of the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policyLease.

Destruction or Damage. In the event any of the Property Facility is damaged or destroyed prior to the Closing Date, Seller Prudential shall notify Buyer Meridian in writing of such fact promptly after obtaining knowledge thereof. If any such damage or destruction (a) is an insured casualtywould cost less than or equal to One Hundred Thousand Dollars ($100,000.00) to repair or restore, and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) not give any tenant thereof the right to repair terminate or restore; and materially alter its Lease, then this Agreement shall remain in full force and effect, effect and Buyer Meridian shall acquire the Property affected Facility together with the remaining Facilities upon the terms and conditions set forth herein. In such event, Buyer Meridian shall receive a credit against the Acquisition Cash portion of the Purchase Price equal to the deductible amount applicable under Seller’s Prudential's casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ ' fees and expensescosts, incurred by Seller Prudential as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”"REALIZATION COSTS")), and Seller Prudential shall assign to Buyer Meridian all of Seller’s Prudential's right, title and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable)destruction. In the event the Property a Facility is damaged or destroyed prior to the Closing Date and as a result either (a) the cost of repair would equal or exceed Two Million and No/100 cost more than One Hundred Thousand Dollars ($2,000,000.00)100,000.00) or (b) any tenant with respect to such Facility would have the right to terminate or materially alter its Lease, or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer Meridian shall have the right, at its election, to terminate this Agreement. Buyer Meridian shall have thirty (30) days after Seller Prudential notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller’s casualty insurance policy.Meridian