Common use of Destruction or Damage Clause in Contracts

Destruction or Damage. In the event any portion of a Community is damaged or destroyed by casualty 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 (1) (a) is an insured casualty and (b) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”), 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 the event of a Non-Material Casualty described in (1) above, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy less all costs and expenses, including attorneys’ fees and costs, 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 insurance on account of such damage or destruction. In the event a Community is damaged or destroyed prior to the Closing Date by a casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either (1) or (2) above), then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its option, to terminate this Agreement in its entirety. 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 elects not 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 or self-insured amount (less the Realization Costs) under Seller’s casualty insurance policy.

Destruction or Damage. In the event any portion of a Community the Property is damaged or destroyed by casualty 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 (1) (a) is an insured casualty casualty, and (b) would cost less than ten percent Two Million and No/100 Dollars (10%$2,000,000.00) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty ; and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”), 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 the event of a Non-Material Casualty described in (1) abovesuch 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 costsexpenses, 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 destructiondestruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event a Community the Property is damaged or destroyed prior to the Closing Date by a casualty that is not a Non-Material Casualty and the cost of repair would equal or exceed Two Million and No/100 Dollars (i.e. a matter that is not described in either (1) or (2) above$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 optionelection, to terminate this Agreement in its entiretyAgreement. 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 elects 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 or self-insured amount (less the Realization Costs) under Seller’s casualty insurance policy.

Destruction or Damage. In the event that the Real Property, or any portion of a Community 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 require more than Two Million and 00/100 Dollars (1$2,000,000.00) (a) is an insured casualty and (b) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material CasualtyCasualty Termination Event”), then 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 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 remain in full force be entitled to instruct Escrow Holder to first deduct from the Deposit and effect and Buyer shall acquire to pay to Seller the Property upon Default Deduction, before paying the terms and conditions set forth hereinbalance of the Deposit, if any, to Purchaser. In addition, in the event of a Non-Material Casualty described Termination Event, Seller may cancel this Contract by giving notice to Purchaser within twenty (20) days after the Casualty Termination Event, in (1) abovewhich event this Contract shall terminate, Buyer and neither party shall receive a credit have any further rights or liabilities against the Purchase Price equal or to the deductible amount applicable other, except for the Surviving Obligations, and provided that Purchaser is not in default under Seller’s casualty policy less all costs and expensesthe Access Agreement, including attorneys’ fees and costs, incurred by Seller as shall cause the return of the Closing Date Deposit to Purchaser. If Purchaser is in connection with default under the negotiation and/or settlement of Access Agreement at 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 insurance on account of such damage or destruction. In the event a Community is damaged or destroyed prior to the Closing Date by a casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either (1) or (2) above), then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its option, time Purchaser so elects to terminate this Agreement in its entirety. Buyer Contract, Seller shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred be entitled to make such election by delivery instruct Escrow Holder to first deduct from the Deposit and to pay to Seller the Default Deduction, before paying the balance of a written election notice (the “Election Notice”), and the Closing Date shall be extendedDeposit, if necessaryany, to provide sufficient time for Buyer Purchaser. If there is no Casualty Termination Event, or if there is a Casualty Termination Event, but neither Purchaser nor Seller timely elects to make such election. The failure by Buyer to deliver the Election Notice within such thirty cancel this Contract, then (30a) day period shall be deemed an election not to terminate this Agreement. In the event Buyer elects not to terminate this Agreement as set forth above, this Agreement Contract shall remain in full force and effect, Seller shall assign to Buyer all of and, at Seller’s rightelection, title and interest in and to any and all proceeds of insurance on account of such Seller, at Seller’s expense, shall either (i) repair or restore the 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 Building resulting from the Casualty, or self(ii) transfer to Purchaser the amount of the loss (including any deductible) that would have been covered by a special form causes-insured amount of-loss (less “all risk”) property insurance policy covering the Realization Costsfull replacement cost valuation of the Building, and Purchaser shall use such funds to repair and restore the Building, and (b) under Seller’s casualty insurance policythe respective rights and obligations of the parties after the Closing shall be governed by Article 13 of the Lease.

Destruction or Damage. In the event any portion of a Community the Property is damaged or destroyed by casualty 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 (1) (a) is an insured casualty and (b) would cost less than ten percent Five Million Dollars (10%$5,000,000.00 ) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”), 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 the event of a Non-Material Casualty described in (1) abovesuch event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s 's casualty policy (less all costs and expenses, including attorneys’ ' fees and costs, 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 's right, title and interest in and to all proceeds of insurance on account of such damage or destruction. In the event a Community the Property is damaged or destroyed prior to the Closing Date by a casualty that is not a Non-Material Casualty and the cost of repair would equal or exceed Five Million Dollars (i.e. a matter that is not described in either (1$5,000,000.00) or (2) above)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 optionrespective election, to terminate this Agreement in its entiretyAgreement. Buyer shall have thirty ten (3010) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller the other 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 ten (3010) day period shall be deemed an election not to terminate this Agreement. In the event Buyer neither party elects not 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 or self-insured amount (less the Realization Costs) under Seller’s 's casualty insurance policy.

Destruction or Damage. In the event any portion of a Community the Property is damaged or destroyed by casualty 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 (1) (a) is an insured casualty and casualty, (b) would cost less than ten percent Three Million Dollars (10%$3,000,000.00) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (yc) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”)does not involve an Adverse Lease Condition, 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 the event of a Non-Material Casualty described in (1) abovesuch event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s 's casualty policy less all costs and expenses, including attorneys’ ' fees and costsexpenses, 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 's right, title and interest in and to all proceeds of insurance on account of such damage or destruction. In the event a Community the Property is damaged or destroyed prior to the Closing Date by a casualty that is not a Non-Material Casualty and the cost of repair would equal or exceed Three Million Dollars (i.e. a matter that is not described in either (1$3,000,000.00) or (2) above)the casualty is an uninsured casualty or involves an Adverse Lease Condition, then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its optionelection, to terminate this Agreement in its entiretyAgreement. 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 elects 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 or self-insured amount (less the Realization Costs) under Seller’s 's casualty insurance policy.

Destruction or Damage. In the event any portion of a Community the Property is damaged or destroyed by casualty 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 (1) (a) is an insured casualty and (b) would cost less than ten percent One Million Dollars (10%$1,000,000) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”), 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 the event of a Non-Material Casualty described in (1) abovesuch event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s 's casualty policy (less all reasonable, out-of-pocket costs and expenses, including attorneys’ ' fees and costs, 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 's right, title and interest in and to all proceeds of insurance on account of such damage or destruction. In the event a Community the Property is damaged or destroyed prior to the Closing Date by a and the cost of repair would equal or exceed One Million Dollars ($1,000,000), or the casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either (1) or (2) above)an uninsured casualty, then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its optionelection, to terminate this Agreement in its entiretyAgreement. 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 elects 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 or self-insured amount (less the Realization Costs) under Seller’s 's casualty insurance policy.

Destruction or Damage. In If, subsequent to the event any portion of a Community is damaged or destroyed by casualty date hereof and prior to the Closing Date, all or any material portion of the Property shall be destroyed or damaged by one or more incidents of vandalism, fire and/or other casualty, whether or not covered by insurance, Seller shall notify Buyer in writing immediately give Purchaser notice of such fact promptly after obtaining knowledge thereofoccurrence. If any such damage or destruction shall affect all or a material portion of the Property, Purchaser, within fifteen (115) days after receipt of such notice from Seller, may elect to either (a) is an insured casualty terminate this Agreement, in which event the Deposit, and any interest thereon, shall be returned forthwith to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) would cost less than ten percent close the transaction contemplated hereby as scheduled (10%) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to except that if the Closing Date is less than fifteen (which 15) days following Purchaser's receipt of such notice, Closing shall be extended, if necessary, to provide sufficient time for Seller to perform delayed until Purchaser makes such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”election), then this Agreement in which event Purchaser shall remain have the right to participate in full force the adjustment and effect and Buyer shall acquire the Property upon the terms and conditions set forth herein. In the event of a Non-Material Casualty described in (1) above, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy less all costs and expenses, including attorneys’ fees and costs, incurred by Seller as of the Closing Date in connection with the negotiation and/or 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 Purchaser at closing all of Seller’s right, title insurance proceeds collected or claimed with respect to said loss or damage and interest in and to all proceeds of insurance on account of such damage or destruction. In the event a Community is damaged or destroyed prior to the Closing Date by a casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either (1) or (2) above), then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its option, to terminate this Agreement in its entirety. 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 elects not 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 an adjustment to the Purchase Price equal to the for any deductible or self-insured amount amount, less in either case any costs incurred by Seller in repairing the damage and securing the Property. If such damage or destruction does not affect a material portion of the Property, Seller shall assign and/or pay to Purchaser at Closing all insurance proceeds collected or claimed with respect to said loss or damage and Purchaser shall receive an adjustment to the Purchase Price for any deductible or self-insured amount, less in either case any costs incurred by Seller in repairing the damage and securing the Property. In any such case where this Agreement is not terminated and the Closing occurs, the rights and obligations of the parties in respect of the repair and restoration of such damage, and the insurance proceeds shall be determined pursuant to the Lease. For purposes of this Section 6.1, damages to a "material portion" of the Property shall be deemed to be (less the Realization Costsi) under Seller’s casualty insurance policydamages reasonably estimated by Purchaser to cost in excess of $250,000.00 to repair, or (ii) damages reasonably likely in Purchaser's reasonable judgment to take more than six (6) months to repair.

Destruction or Damage. In If, subsequent to the event any portion of a Community is damaged Contract Date and on or destroyed by casualty 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 (1) occurrence, and if either (a) is an insured casualty and (b) would the cost less than to repair or reconstruct said portion of the Property exceeds ten percent (10%) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) portion of the Purchase Price allocated to the Hotel on that portion of the Property to repair or restore (b) the casualty is not fully covered by insurance and Seller electsadvises Buyer, in its discretionnotice 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 to complete any repair or 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 Buyer Seller either (i) to repair 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 restore (ii) to proceed to close the damage or destruction prior to transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (which 15) days following Buyer's receipt of such notice, Closing shall be extended, if necessary, to provide sufficient time for Seller to perform delayed until Buyer makes such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”election), then this Agreement shall remain with the right to reduce the Purchase Price by the lesser of (A) the amount of the deficiency in full force insurance proceeds and effect (B) Five Hundred Thousand and no/100 Dollars ($500,000.00) and Buyer shall acquire have the Property upon right to participate in the terms adjustment and conditions set forth herein. In the event of a Non-Material Casualty described in (1) above, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy less all costs and expenses, including attorneys’ fees and costs, incurred by Seller as of the Closing Date in connection with the negotiation and/or 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 insurance on account of such damage or destruction. In the event a Community is damaged or destroyed prior to the Closing Date by a casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either (1) or (2) above), then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its option, to terminate this Agreement in its entirety. 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 elects not 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 destructionaction, if any) collected or claimed with respect to said loss or damage (other than the proceeds of Seller's business interruption insurance), and, if the casualty was an insured less any third party documented costs spent by Seller prior to Closing with respect to said casualty, Buyer shall receive a credit against the Purchase Price equal to the but plus any deductible or self-insured amount amount. Buyer's failure to give notice within the time period specified above shall be deemed to be Buyer's election of option (less the Realization Costsi) under Seller’s casualty insurance policyabove.

Destruction or Damage. In the event any portion of a Community the Property is damaged or destroyed by casualty 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 (1) (a) is an insured casualty and casualty, (b) would cost less than ten percent Ten Million Dollars (10%$10,000,000.00) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects(c) none of Xxxxxxx'x, in XX Penney, Dillard's, Hi-Tech Institute or Premier Theater has the right to terminate its discretion, by written notice lease pursuant to Buyer to repair or restore the terms thereof as a result of such damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”)destruction, 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 the event of a Non-Material Casualty described in (1) abovesuch event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s 's casualty policy less all costs and expenses, including attorneys’ ' fees and costsexpenses, 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 's right, title and interest in and to all proceeds of insurance on account of such damage or destruction. In the event a Community the Property is damaged or destroyed prior to the Closing Date by a casualty that is not a Non-Material Casualty and the cost of repair would equal or exceed Ten Million Dollars (i.e. a matter that is not described in either (1) or (2) above$10,000,000.00), the casualty is an uninsured casualty, or any of Xxxxxxx'x, XX Penney, Dillard's, Hi-Tech Institute or Premier Theater has the right to terminate its lease pursuant to the terms thereof as a result of such damage or destruction then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its optionelection, to terminate this Agreement in its entiretyAgreement. 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 elects 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 or self-insured amount (less the Realization Costs) under Seller’s 's casualty insurance policy.

Destruction or Damage. (a) In the event any portion of a Community the Property is damaged or destroyed by casualty prior to the Closing Date, Seller Prudential shall notify Buyer REIT OP in writing of such fact promptly after obtaining knowledge thereofthereof and provide to REIT OP such appropriate information as Prudential may have in its possession regarding the extent and nature of such casualty. If any such damage or destruction (1) (a) is caused by an insured casualty and (b) would cost less than ten percent or equal to Five Million Dollars (10%$5,000,000.00) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”), then this Agreement shall remain in full force and effect and Buyer REIT OP shall acquire the Property upon the terms and conditions set forth herein. In the event of a Non-Material Casualty described in (1) abovesuch event, Buyer REIT OP shall receive a credit against the Purchase Contribution Price equal to the deductible amount applicable under Seller’s Prudential's casualty insurance policy (less all reasonable out of pocket costs and expenses, including attorneys’ ' fees and costs, 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 REIT ----------------- OP all of Seller’s Prudential's right, title and interest in and to all proceeds of insurance on account of such damage or destruction. In the event a Community the Property is damaged or destroyed prior to the Closing Date by an insured casualty and as a casualty that is not a Non-Material Casualty result (i.e. a matter that is not described in either i) the cost of repair or restoration would cost more than Five Million Dollars (1$5,000,000.00) or (2ii) above), a Major Tenant exercises a right under its Lease to terminate such Lease then, notwithstanding anything to the contrary set forth above in this sectionSection, Buyer to the contrary set forth above in this Section, REIT OP shall have the right, at its optionelection, either (i) to terminate this Agreement or (ii) to proceed to purchase and shall the Property in its entiretyaccordance with the terms of this Agreement. Buyer REIT OP shall have thirty (30) days after Seller Prudential notifies Buyer REIT OP that a casualty has occurred to make such election by delivery to Seller Prudential 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 REIT OP to make such election. The failure by Buyer REIT OP 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 that REIT OP does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effecteffect and at the Closing, Seller Prudential shall assign to Buyer REIT OP all of Seller’s Prudential'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 REIT OP shall receive a credit against the Contribution Price equal to the deductible amount (less the Realization Costs) under Prudential's casualty insurance policy. (b) In the event the Property is damaged or destroyed prior to the Closing Date and such damage or destruction (a) is caused by an uninsured casualty and (b) would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair or restore, then this Agreement shall remain in full force and effect and REIT OP shall acquire the Property upon the terms and conditions set forth herein. In such event, REIT OP shall receive a credit against the Contribution Price equal to the amount required to repair such damage or destruction. In the event the Property is damaged or destroyed prior to the Closing Date by uninsured casualty and the cost of repair or restoration would equal or exceed Five Hundred Thousand Dollars ($500,000.00), then, notwithstanding anything to the contrary set forth above in this Section, REIT OP shall have the right, at its election, either (i) to terminate this Agreement or (ii) proceed to close the Transaction in accordance with the terms of this Agreement. REIT OP shall have thirty (30) days after Prudential notifies REIT OP that an uninsured casualty has occurred to make such election by delivery to Prudential of a written election notice (the "ELECTION NOTICE"). The failure by --------------- REIT OP to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event REIT OP does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect and at the Closing REIT OP shall receive a credit against the Purchase Price equal to the deductible amount required to repair such damage or self-insured amount destruction but in no event shall such credit exceed Five Hundred Thousand Dollars (less the Realization Costs) under Seller’s casualty insurance policy$500,000.00).

Destruction or Damage. In the event any portion of a Community the Property is damaged or destroyed by casualty 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 (1) (a) is an insured casualty and (b) would cost less than ten percent One Million Dollars (10%$1,000,000) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore as reasonably determined by Seller and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”)Buyer, 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 the event of a Non-Material Casualty described in (1) abovesuch event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy less all costs and expenses, including attorneys’ fees and costs, 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 such cost to Buyer all of Seller’s right, title and interest in and to all proceeds of insurance on account of such damage repair or destructionrestore. In the event a Community the Property is damaged or destroyed prior to the Closing Date by a casualty that is not a Non-Material Casualty and the cost of repair (i.e. a matter that is not described in either as determined as set forth above) would equal or exceed One Million Dollars (1) or (2) above$1,000,000), then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its optionelection, to terminate this Agreement in its entiretyAgreement. 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 elects not 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 or self-insured amount (less the Realization Costs) under Seller’s 's casualty insurance policy.

Destruction or Damage. In the event any portion of a Community the Property is damaged or destroyed by casualty 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 (1) (a) is an insured casualty and (b) would cost less than ten percent Two Hundred Fifty Thousand Dollars (10%$250,000) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”), 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 the event of a Non-Material Casualty described in (1) abovesuch event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s 's casualty policy (less all costs and expenses, including attorneys’ ' fees and costs, 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 's right, title and interest in and to all proceeds of insurance on account of such damage or destruction. In the event a Community the Property is damaged or destroyed prior to the Closing Date by a and the cost of repair would equal or exceed Two Hundred Fifty Thousand Dollars ($250,000), or the casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either (1) or (2) above)an uninsured casualty, then, notwithstanding anything to the contrary set forth above in this section, either Buyer or Seller shall have the right, at its optionrespective election, to terminate this Agreement in its entiretyAgreement. Buyer and Seller shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller the other of a written election notice (the “"Election Notice”), ") and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer or Seller to make such election. The failure by Buyer and Seller 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 neither party elects not 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 or self-insured amount (less the Realization Costs) under Seller’s 's casualty insurance policy.

Destruction or Damage. In the event any portion of a Community is damaged or destroyed by casualty 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 (1) (a) is an insured casualty and (b) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction that prior to the Closing Date (which any portion of the Improvements shall be extendeddamaged or destroyed by fire or other casualty, if necessarySeller shall immediately give Purchaser notice of such occurrence. 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 provide sufficient time for such rent abatement, Seller assigns and Purchaser receives Seller’s rent abatement insurance proceeds in an amount equal to perform or greater than the amount of such repairs or restorationabated rent) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”XXxxxx Termination Event@), then Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) terminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall remain in full have no further force and effect 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 the event loss of a Non-Material Casualty described in (1) aboverents, 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 all costs than $250,000.00, and expensesno Lease Termination Event has occurred, including attorneys’ fees Purchaser may not elect to terminate this Agreement and costs, incurred by Seller shall close the 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 =s insurance on account of such damage or destruction. In the event a Community is damaged or destroyed prior to the Closing Date by a casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either (1) or (2) above), then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its option, to terminate this Agreement in its entirety. 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 elects not 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 or self-insured amount (less the Realization Costs) under Seller’s casualty insurance such policy.

Destruction or Damage. 11.1. In the event the Demised Premises or any portion of a Community is the Building necessary for Tenant's occupancy are damaged by fire, earthquake, act of God, the elements or destroyed other casualty in each case insured against by casualty prior to Landlord's fire and extended coverage insurance policy covering the Closing DateBuilding and, Seller shall notify Buyer in writing if Landlord's reasonable estimate of the cost of making such repairs does not exceed the proceeds of such fact promptly after obtaining knowledge thereof. If any insurance by more than One Hundred Thousand Dollars ($100,000), Landlord shall forthwith repair the same if such damage or destruction (1) (a) is an insured casualty and (b) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller electsrepairs can, in its discretionLandlord's opinion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date be completed within ninety (which shall be extended, if necessary, to provide sufficient time for Seller to perform 90) days after commencement of such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”), then this Agreement repairs. This Lease shall remain in full force and effect and Buyer except that an abatement of Basic Rental shall acquire be allowed Tenant for such part of the Property upon Demised Premises as shall be rendered unusable by Tenant in the terms and conditions set forth herein. In conduct of its business during the event of a Non-Material Casualty described in (1) above, Buyer shall receive a credit against the Purchase Price equal time such part is so unusable to the deductible amount applicable under Seller’s casualty policy less all costs and expensesextent Landlord is reimbursed therefor by loss of rental income or other insurance. If such repairs cannot, including attorneys’ fees and costsin Landlord's opinion, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer be made within ninety (the “Realization Costs”)90) days, and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of insurance on account of or if such damage or destruction. In the event a Community is damaged or destroyed prior to the Closing Date by a casualty that destruction is not a Non-Material Casualty insured against by Landlord's fire and extended coverage insurance policy covering the Building or if Landlord's reasonable estimate of the cost of making such repairs exceeds the proceeds of such insurance by more than One Hundred Thousand Dollars (i.e. a matter that is not described in either (1) or (2) above$100,000), thenLandlord may elect, notwithstanding anything upon notice to the contrary set forth above in this section, Buyer shall have the right, at its option, to terminate this Agreement in its entirety. Buyer shall have Tenant within thirty (30) days after Seller notifies Buyer that a casualty has occurred to make the date of such election by delivery to Seller of a written election notice (the “Election Notice”), and the Closing Date shall be extended, if necessaryfire or other casualty, to provide sufficient time for Buyer to make repair or restore such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period damage, in which event this Lease shall be deemed an election not to terminate this Agreement. In the event Buyer elects not to terminate this Agreement as set forth above, this Agreement shall remain continue in full force and effect, Seller but the Basic Rental shall assign be partially abated as provided in this Section 11. 1. If Landlord elects not to Buyer all make such repairs, this Lease shall terminate as of Seller’s right, title and interest in and to any and all proceeds of insurance on account the date of such damage election by Landlord, or destructionif Landlord shall fail to notify Tenant of Landlord's election, if anythis Lease shall terminate thirty (30) days after the date of such fire or other casualty. If Landlord shall diligently prosecute the adjustment of any insured loss and proceed to restore the Building with reasonable dispatch, and, if but the casualty was an insured required repairs are not completed (to the extent necessary to permit Tenant to reoccupy the Demised Premises) within ninety (90) days after the occurrence of the casualty, Buyer other than by reason of causes beyond Landlord's reasonable control (e.g., strikes, lockouts, material shortages, weather delays and other further acts of God) which do not extend for in excess of an additional thirty (30) days, Tenant may elect, upon thirty (30) days notice to Landlord and its Mortgagee (of which Tenant shall receive a credit against have written notice prior thereto) to terminate as of the Purchase Price equal date of that election. 11.2. A total destruction of the Building shall automatically terminate this Lease. 11.3. If the Demised Premises are to be repaired under this Article 11 , Landlord shall repair at its cost any injury or damage to the deductible Building itself and building standard tenant improvements in the Demised Premises to be constructed or self-insured amount (less installed by Landlord as set forth in Exhibit C. Tenant shall perform and pay the Realization Costs) under Seller’s cost of repairing any other improvement in the Demised Premises and shall be responsible for carrying such casualty insurance policyas it deems appropriate with respect to such other tenant improvements.

Destruction or Damage. In the event any portion of a Community the Property is damaged or destroyed by casualty 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: (1i) (a) is an insured casualty and (b) would cost less than an amount equal to ten percent (10%) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (yii) would cost less than ten percent (10%) does not result in a termination of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”)Lease, then this Agreement shall remain in full force and 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 the event of a Non-Material Casualty described in (1) abovesuch event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s 's casualty policy less all costs and expenses, including reasonable attorneys’ ' fees and costs, 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 insurance on account of such damage or destruction. In the event a Community the Property is damaged or destroyed prior to the Closing Date by a and the cost of repair would equal or exceed an amount equal to ten percent (10%) of the Purchase Price, or the casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either (1) or (2) above)an uninsured casualty, then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its optionelection, to terminate this Agreement in its entiretyAgreement. 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 elects 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 or self-insured amount (less the Realization Costs) under Seller’s 's casualty insurance policy.

Destruction or Damage. In the event any portion of a Community is damaged or destroyed by casualty 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 (1) (a) is an insured casualty and (b) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction that prior to the Closing Date (which any portion of the Improvements shall be extendeddamaged or destroyed by fire or other casualty, if necessarySeller shall immediately give Purchaser notice of such occurrence. 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 provide sufficient time for such rent abatement, Seller assigns and Purchaser receives Seller's rent abatement insurance proceeds in an amount equal to perform or greater than the amount of such repairs or restorationabated rent) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”"Lease Termination Event"), then Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) terminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall remain in full have no further force and effect 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 the event loss of a Non-Material Casualty described in (1) aboverents, 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 all costs than $250,000.00, and expensesno Lease Termination Event has occurred, including attorneys’ fees Purchaser may not elect to terminate this Agreement and costs, incurred by Seller shall close the 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 's insurance on account of such damage or destruction. In the event a Community is damaged or destroyed prior to the Closing Date by a casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either (1) or (2) above), then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its option, to terminate this Agreement in its entirety. 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 elects not 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 or self-insured amount (less the Realization Costs) under Seller’s casualty insurance such policy.

Destruction or Damage. In the event any portion of a Community the Real Property is damaged or destroyed by casualty prior to between the Closing Datedate of this Agreement and the Closing, Seller shall notify Buyer in writing Purchaser of such fact promptly after obtaining knowledge thereof. If any such damage or destruction (1) (a) is an insured casualty casualty, and (b) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore, or (2) (x) is as determined by an uninsured casualty architect selected by Seller and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, reasonably approved by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”)Purchaser, then this Agreement shall remain in full force and effect and Buyer Purchaser shall acquire the Real Property Interest upon the terms and conditions set forth herein. In the event of a Non-Material Casualty described in (1) abovesuch event, Buyer shall receive a credit against the Purchase Price equal subject to the deductible amount applicable under Seller’s casualty policy less all costs and expenses, including attorneys’ fees and costs, incurred by Seller as terms of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”)Sublease, and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of insurance on account of such repair the subject damage or destructiondestruction and the Closing shall be extended by a period reasonable necessary to allow Seller to repair the subject damage or destruction not to exceed forty-five (45) days. In the event a Community the Real Property is damaged or destroyed prior to between the date of this Agreement and Closing Date by a casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either and (1) the cost of repair would equal or exceed ten percent (10%) of the Purchase Price, as determined by an architect selected by Seller and reasonably approved by Purchaser, or (2) above)the casualty is an uninsured casualty and the cost of repair would equal or exceed three percent (3%) of the Purchase Price, as determined by an architect selected by Seller and reasonably approved by Purchaser, then, notwithstanding anything to the contrary set forth above in this sectionSection, Buyer Seller shall have the right, at its option, right to terminate this Agreement in its entirety. Buyer by delivering notice to Purchaser and Purchaser shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred the right to make such election terminate this Agreement by delivery to Seller of a written election delivering notice (the “Election Notice”)) to Seller, in each case, within ten (10) days after Seller’s delivery to Purchaser of notice of the estimated cost to repair the subject damage or destruction, and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer Seller and Purchaser to make such election. If Purchaser does not deliver notice to Seller of Purchaser’s reasons for disapproving an architect within five (5) days after its receipt of notice from Seller of the architect proposed by Seller to estimate the cost to repair the subject damage or destruction, Purchaser shall be deemed to have approved the architect selected by Seller. The failure by Buyer Purchaser to deliver the Election Notice or Seller to deliver its termination notice, in either case, within such thirty the above-referenced ten (3010) day period shall be deemed an election not to terminate this Agreement. If Seller elects to terminate as a result of such uninsured casualty, then Purchaser may elect to void Seller’s termination by giving Seller written notice of such election within five (5) business days after Purchaser’s receipt of Seller’s termination notice, in which event, to the extent Purchaser is entitled to such proceeds pursuant to the terms of the Sublease, Purchaser shall receive a credit at Closing from Seller in the amount of the costs of repair up to three percent (3%) of the Purchase Price, and Purchaser shall be responsible for the costs of repair. In the event Buyer neither Seller nor Purchaser elects not to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, to the extent that Purchaser is entitled to such proceeds pursuant to the terms of the Sublease, Seller shall assign to Buyer Purchaser all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such the subject damage or destruction, destruction (if any). Through the Closing, and, if Purchaser shall maintain the casualty was an insured casualty, Buyer shall receive a credit against property insurance coverage for the Purchase Price equal Real Property required to be maintained pursuant to the deductible Sublease. If this Agreement is terminated pursuant to the foregoing terms of this Agreement, neither party shall have any further rights, obligations or self-insured amount (less liabilities under this Agreement except for those which are expressly stated herein to survive the Realization Costs) termination of this Agreement. Purchaser shall have no right to terminate this Agreement as a result of damage to or destruction of any portion of the Property, except to the extent expressly provided for in this Agreement, and in no event may Purchaser terminate this Agreement as a result of damage to or destruction of any portion of the Property caused by, through or under Seller’s casualty insurance policyPurchaser.

Destruction or Damage. (a) In the event any portion of a Community the Property is damaged or destroyed by casualty prior to the Closing Date, Seller Prudential shall notify Buyer REIT OP in writing of such fact promptly after obtaining knowledge thereofthereof and provide to REIT OP such appropriate information as Prudential may have in its possession regarding the extent and nature of such casualty. If any such damage or destruction (1) (a) is caused by an insured casualty and (b) would cost less than ten percent or equal to Five Million Dollars (10%$5,000,000.00) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”), then this Agreement shall remain in full force and effect and Buyer REIT OP shall acquire the Property upon the terms and conditions set forth herein. In the event of a Non-Material Casualty described in (1) abovesuch event, Buyer REIT OP shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s Prudential's casualty insurance policy (less all reasonable out of pocket costs and expenses, including attorneys’ ' fees and costs, 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 REIT OP all of Seller’s Prudential's right, title and interest in and to all proceeds of insurance on account of such damage or destruction. In the event a Community the Property is damaged or destroyed prior to the Closing Date by an insured casualty and as a casualty that is not a Non-Material Casualty result (i.e. a matter that is not described in either i) the cost of repair or restoration would cost more than Five Million Dollars (1$5,000,000.00) or (2ii) above), a Major Tenant exercises a right under its Lease to terminate such Lease then, notwithstanding anything to the contrary set forth above in this sectionSection, Buyer to the contrary set forth above in this Section, REIT OP shall have the right, at its optionelection, either (i) to terminate this Agreement or (ii) to proceed to purchase and shall the Property in its entiretyaccordance with the terms of this Agreement. Buyer REIT OP shall have thirty (30) days after Seller Prudential notifies Buyer REIT OP that a casualty has occurred to make such election by delivery to Seller Prudential 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 REIT OP to make such election. The failure by Buyer REIT OP 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 that REIT OP does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effecteffect and at the Closing, Seller Prudential shall assign to Buyer REIT OP all of Seller’s Prudential'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 REIT OP shall receive a credit against the Purchase Price equal to the deductible or self-insured amount (less the Realization Costs) under Seller’s Prudential's casualty insurance policy. (a) In the event the Property is damaged or destroyed prior to the Closing Date and such damage or destruction (a) is caused by an uninsured casualty and (b) would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair or restore, then this Agreement shall remain in full force and effect and REIT OP shall acquire the Property upon the terms and conditions set forth herein. In such event, REIT OP shall receive a credit against the Purchase Price equal to the amount required to repair such damage or destruction. In the event the Property is damaged or destroyed prior to the Closing Date by uninsured casualty and the cost of repair or restoration would equal or exceed Five Hundred Thousand Dollars ($500,000.00), then, notwithstanding anything to the contrary set forth above in this Section, REIT OP shall have the right, at its election, either (i) to terminate this Agreement or (ii) proceed to close the Transaction in accordance with the terms of this Agreement. REIT OP shall have thirty (30) days after Prudential notifies REIT OP that an uninsured casualty has occurred to make such election by delivery to Prudential of a written election notice (the "ELECTION -------- NOTICE"). The failure by REIT OP to deliver the Election Notice within such ------ thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event REIT OP does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect and at the Closing REIT OP shall receive a credit against the Purchase Price equal to the amount required to repair such damage or destruction but in no event shall such credit exceed Five Hundred Thousand Dollars ($500,000.00).

Destruction or Damage. In the event any portion of a Community the Property is damaged or destroyed by casualty 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 (1) (a) is an insured casualty and (b) would cost less than ten percent ONE HUNDRED THOUSAND DOLLARS (10%$100,000) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”), 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 the event of a Non-Material Casualty described in (1) abovesuch event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy (less all costs and expenses, including attorneys’ fees and costs, 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 insurance on account of such damage or destruction. In the event a Community the Property is damaged or destroyed prior to the Closing Date by a and the cost of repair would equal or exceed ONE HUNDRED THOUSAND DOLLARS ($100,000), or the casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either (1) or (2) above)an uninsured casualty, then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its optionelection, to terminate this Agreement in its entiretyAgreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller the other 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 elects 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 or self-insured amount (less the Realization Costs) under Seller’s casualty insurance policy.

Destruction or Damage. In If, subsequent to the event any portion of a Community is damaged Contract Date and on or destroyed by casualty 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 occurrence, and Buyer shall on or before the earlier to occur of (i) fifteen (15) days after obtaining knowledge thereof. If any receipt of such damage or destruction (1) (a) is an insured casualty notice and (bii) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restorethen scheduled Closing Date, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, elect by written notice to Buyer Seller to repair or restore (a) terminate this Agreement, in which event the damage or destruction prior Xxxxxxx Money Deposit and any interest thereon net of any investment charges shall be returned forthwith to Buyer, subject to the Closing Date (which shall be extendeddisbursement and payment release conditions set forth in Section 3.1, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”), then this Agreement shall remain in full force be deemed null and effect void and Buyer neither party shall acquire 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 Property upon the terms and conditions set forth herein. In the event of a Non-Material Casualty described in (1) above, Buyer shall receive a credit against 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 less all costs and expensesthe Leases at the Real Property are not entitled to the insurance proceeds, including attorneys’ fees and costsSeller shall, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer at Closing, (the “Realization Costs”), and Seller shall i) 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 insurance option (b) above. For purposes of this Section 9.1, damage to the Real Property shall not be deemed to be “material” under this Section 9.1 unless the cost of restoring damage to the Real Property, in the aggregate, exceeds Twelve Million and 00/100 US Dollars ($12,000,000.00); 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 shall in no event be deemed “material” hereunder, irrespective of whether the cost of restoring the damage to the Real Property exceeds $12,000,000. With respect to any such damage or destruction. In the event a Community is damaged or destroyed prior to the Closing Date by a casualty that which is not a Non-Material Casualty (i.e. a matter that is not described in either (1) or (2) above), then, notwithstanding anything to the contrary set forth above in this sectionmaterial, Buyer shall have the right, at its option, no right to terminate this Agreement provided that closing and insurance adjustment procedures described in its entirety. Buyer clause (b) above 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 elects not 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 or self-insured amount (less the Realization Costs) under Seller’s casualty insurance policystill apply.

Destruction or Damage. (a) In the event any portion of a Community the Real Property is damaged or destroyed by casualty prior to between the Closing Datedate of this Agreement and the Closing, Seller shall notify Buyer in writing Purchaser of such fact promptly after obtaining knowledge thereof. If any such damage or destruction (1) (a) is an a fully insured casualty and casualty, (b) would cost less than ten four percent (104%) of the Purchase Price of the Property to repair or restore, or as determined by the Architect (2as hereinafter defined), (c) (x) is an uninsured casualty and (y) would cost less does not result in any Tenant paying annual rent comprising more than ten percent (10%) 5% of the Purchase Price annual gross income of the Property having the right to repair or restore terminate its Lease, and Seller elects(d) does not cause the Property to no longer comply with applicable laws, in its discretionthen, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extendedexcept as provided below, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”), then this Agreement shall remain in full force and effect and Buyer Purchaser shall acquire the Real Property upon the terms and conditions set forth herein. In the such event of a Non-Material Casualty described in (1) above, Buyer Purchaser shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy less all costs and expenses, including attorneys’ fees and costs, 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”)policy, and Seller shall assign to Buyer Purchaser all of Seller’s right, title and interest in and to all proceeds of insurance on account of such damage or destruction. In such event, if the sum of the deductible amount credited against the Purchase Price plus the proceeds of insurance the applicable insurer has agreed prior to the Closing to pay before or after the Closing are not sufficient to repair and restore the damage as determined by the Architect (such deficiency is referred to herein as the “Restoration Proceeds Shortfall”), Purchaser shall have the right to terminate this Agreement by delivering written notice to Seller prior to the Closing unless Seller elects to provide to Purchaser a credit against the Purchase Price at Closing in the amount of the unpaid costs to repair and restore the damage to the Project as determined by the Architect (the “Restoration Credit”). If Seller makes such election, (i) Purchase shall receive a credit against the Purchase Price at Closing equal to the Restoration Credit, (ii) Seller shall retain all rights to any applicable insurance proceeds and all claims against applicable insurers, (iii) Purchaser shall not receive a credit against the Purchase Price for any applicable deductibles applicable under Seller’s insurance policies and (iv) Purchaser shall reasonably cooperate with Seller after the Closing, at no cost to Purchaser, in connection with any claims made by Seller under any of Seller’s insurance coverages with respect to the damage or destruction to the Project. Seller shall have the right to extend the Closing Date for up to ten (10) days to make such election or to attempt to cure the Restoration Proceeds Shortfall. (b) In the event a Community the Real Property is damaged or destroyed prior to between the date of this Agreement and Closing Date by a casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either and (1) the cost of repair would equal or exceed four percent (4%) of the Purchase Price, as determined by the Architect, and/or (2) above)any Tenant paying annual rents comprising more than 5% of the annual gross income of the Property have the right to terminate their Lease, or (3) such damage causes the Property to no longer comply with applicable laws, then, notwithstanding anything to the contrary set forth above in this sectionSection, Buyer Purchaser shall have the right, at its option, right to terminate this Agreement in its entirety. 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 delivering notice (the “Election Notice”)) to Seller within ten (10) days after Seller’s delivery to Purchaser of notice of the estimated cost to repair the subject damage or destruction, and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer Purchaser to make such election. The failure by Buyer Purchaser to deliver the Election Notice within such thirty the above-referenced fifteen (3015) day period shall be deemed an election not to terminate this Agreement. In the event Buyer Purchaser elects or is deemed to have elected not to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer Purchaser all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such the subject damage or destruction, if any, and, if the casualty was an insured casualty, Buyer and Purchaser shall receive a credit against the Purchase Price equal to the deductible or self-insured amount (less the Realization Costs) under Seller’s casualty insurance policy. (c) Through the Closing, Seller shall maintain the property insurance coverage in effect for the Real Property as of the date of this Agreement. If this Agreement is terminated pursuant to this Section 11.1, the Deposit shall be refunded to Purchaser and neither party shall have any further rights, obligations or liabilities under this Agreement except for those which are expressly stated herein to survive the termination of this Agreement. Purchaser shall have no right to terminate this Agreement as a result of damage to or destruction of any portion of the Property, except to the extent expressly provided for in this Agreement. “Architect” shall mean EDA Architects or another architect selected by Seller and reasonably approved by Purchaser. If Purchaser does not deliver notice to Seller of Purchaser’s reasons for disapproving an architect within fifteen (15) days after its receipt of notice from Seller of the architect proposed by Seller to estimate the cost to repair the subject damage or destruction, Purchaser shall be deemed to have approved the architect selected by Seller.

Destruction or Damage. In the event any portion of a Community the Property is damaged or destroyed by casualty 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 (1) (a) is an insured casualty and (b) would cost constitutes less than ten percent (10%) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Substantial Casualty”), then this Agreement shall remain in full force and effect and Buyer Purchaser shall acquire the Property upon on the terms and conditions set forth herein. In the event of a Non-Material Casualty described in (1) abovesuch 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 policy, less (z) all reasonable costs and expenses, including attorneys’ ' fees plus any co-insurer fees and costs, 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 insurance on account of such damage or destruction. In the event a Community is damaged or destroyed prior to Substantial Casualty occurs at the Closing Date by a casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either (1) or (2) above), Premises then, notwithstanding anything to the contrary set forth above in this sectionSection, Buyer Purchaser shall have the right, at its optionelection, ether (i) to terminate this Agreement or (ii) to proceed to purchase the Property in its entiretyaccordance 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 elects not 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 or self-insured amount (less the Realization Costs) under Seller’s casualty insurance policy.for

Destruction or Damage. In the event that the Property, or any portion of a Community 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 (1) the Casualty will (a) is an insured casualty and require more than $500,000 to repair, or (b) would cost less than ten percent result in any Major Tenant having the right to terminate its Space Lease (10%) of the Purchase Price of the Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters each event described in (1a) or (2b) above are referred to herein as called a “Non-Material CasualtyCasualty Termination Event”), then Purchaser may cancel this Agreement 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 of no force and effect and neither party shall have any further rights or liabilities against or to 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. Notwithstanding anything contained herein to the contrary, in the event of a Casualty Termination Event, Seller may cancel this Contract by notice to Purchaser, in which event this Contract shall be deemed terminated and of no force and effect and neither party shall have any further rights or liabilities against or to 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 if Purchaser does not timely elect to cancel the Contract in the event of a Casualty Termination Event, this Contract shall remain in full force and effect and, on the Closing, Seller shall transfer and/or assign to Purchaser any and Buyer all monies and claims received by and/or accrued to Seller on account of such Casualty, less such sums, if any, as shall acquire have been actually and reasonably expended by Seller in connection with the Property upon repair or restoration of such Casualty or the terms prosecution of such claim and conditions set forth herein. In the event of a Non-Material Casualty described in (1) above, Buyer Purchaser shall receive a credit against at Closing in the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy less all costs and expenses, including attorneys’ fees and costs, 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 insurance on account of such damage or destruction. In the event a Community is damaged or destroyed prior to the Closing Date by a casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either (1) or (2) above), then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its option, to terminate this Agreement in its entirety. 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 elects not 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 or self-insured amount (less the Realization Costs) under Seller’s casualty insurance policydeductible.

Destruction or Damage. In the event If any portion of a Community Individual Property is damaged or destroyed by casualty in whole or in part prior to the Closing Date, the Seller of such Individual Property shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any such damage or destruction (1) (a) is an insured casualty and (b) would cost less than ten two percent (102%) of the portion of the Purchase Price of the allocated to such Individual Property to repair or restore, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”), then this Agreement shall remain in full force and effect and Buyer shall acquire the Property (including such Individual Property so damage or destroyed) upon the terms and conditions set forth hereinin this Agreement. In the event of a Non-Material Casualty described in (1) abovesuch event, Buyer shall receive a credit against the Purchase Price allocable to such Individual Property equal to the deductible amount applicable under such Seller’s casualty policy (less all reasonable third party costs and expenses, including attorneys’ fees and costs, incurred by such Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”)) as well as an amount equal to all self-insured and uninsured amounts, and and, such Seller shall assign to Buyer all of such Seller’s right, title and interest in and to all proceeds of insurance on account of such damage or destructiondestruction to the extent such proceeds have not been used to reimburse such Seller to the extent the Seller has undertaken to restore or to perform repairs to the Improvements (and, if such Seller has performed restoration or repairs to the Improvements and has not been reimbursed therefor from insurance proceeds, then such Seller shall be entitled to a credit at Closing with respect to such Seller’s Individual Property in the reasonable actual amount expended by such Seller to perform such repairs or restoration). In the event a Community If any Individual Property is damaged or destroyed prior to the Closing Date by a casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either (1) and the cost of repair would equal or exceed two percent (2%) above)of the portion of the Purchase Price allocated to such Individual Property, then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its optionelection, to terminate this Agreement in its entiretywith respect to the Individual Property suffering such damage and the Seller owning such Individual Property. If Buyer elects to terminate this Agreement as aforesaid, the provisions of Section 10.4 shall apply. Buyer shall have thirty (30) days after a Seller notifies Buyer that a casualty has occurred 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 a reasonable 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 AgreementAgreement as to such Individual Property. In the event If Buyer elects does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, but, the applicable Seller shall assign to Buyer all of such Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, andto the extent such proceeds have not been used to reimburse such Seller to the extent such Seller has undertaken to restore or to perform repairs to the Improvements of such Seller’s Individual Property. If any Seller has performed restoration or repairs to the Improvements of such Seller’s Individual Property and has not been reimbursed therefor from insurance proceeds, if then such Seller shall be entitled to a credit at Closing with respect to such Seller’s Individual Property in the casualty was an insured casualtyreasonable actual amount expended by such Seller to perform such repairs or restoration, and Buyer shall receive a credit against the Purchase Price allocable to such Seller’s Individual Property equal to the deductible or self-insured amount (less the Realization Costs) under such Seller’s casualty insurance policypolicy as well as an amount equal to all self-insured and uninsured amounts. If Buyer does not elect to terminate this Agreement as aforesaid, then in no event shall any Seller agree to any settlement of insurance proceeds in connection with any damage or destruction of the Property or any part thereof without Buyer’s written consent, not to be unreasonably withheld, conditioned or delayed.

Destruction or Damage. In the event that the Property, or any portion of a Community 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 -24- engineer selected by Seller. If any such damage or destruction (1) the Casualty will (a) is an insured casualty and require more than $500,000.00 to repair, or (b) would cost less than result in the termination of any Space Lease (each event described in (a) or (b) herein called a "CASUALTY TERMINATION EVENT"), Purchaser may cancel this Contract by notice to Seller within ten percent (10%) days after receipt of notice from Seller (i) of the Purchase Price cost and time to restore or (ii) that a Space Tenant has terminated its Space Lease pursuant to its terms, in which event this Contract shall be deemed terminated and of no force and effect and neither party shall have any further rights or liabilities against or to the other except for those provisions expressly stated to survive the termination of this Contract and Seller shall cause the return of the Property Deposit to repair Purchaser. Notwithstanding anything contained herein to the contrary, in the event of a Casualty Termination Event, Seller may cancel this Contract by notice to Purchaser, in which event this Contract shall be deemed terminated and of no force and effect and neither party shall have any further rights or restore, liabilities against or (2) (x) is an uninsured casualty to the other except for those provisions expressly stated to survive the termination of this Contract and (y) would cost less than ten percent (10%) Seller shall cause the return of the Purchase Price Deposit to Purchaser. If there is no Casualty Termination Event or if Purchaser or Seller do not timely elect to cancel the Contract in the event of the Property to repair or restore and Seller electsa Casualty Termination Event, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”), then this Agreement Contract shall remain in full force and effect and, on the Closing, Seller shall transfer and/or assign to Purchaser any and Buyer all monies and claims received by and/or accrued to Seller on account of such Casualty (and shall acquire pay Purchaser the Property upon the terms and conditions set forth herein. In the event amount of a Non-Material Casualty described in (1) above, Buyer shall receive a credit against the Purchase Price equal to the any deductible amount applicable payable under Seller’s casualty policy 's insurance policy), less all costs such sums, if any, as shall have been actually and expenses, including attorneys’ fees and costs, incurred reasonably expended 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 insurance on account repair or restoration of such damage Casualty or destruction. In the event a Community is damaged or destroyed prior to the Closing Date by a casualty that is not a Non-Material Casualty (i.e. a matter that is not described in either (1) or (2) above), then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its option, to terminate this Agreement in its entirety. 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 elects not 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 or self-insured amount (less the Realization Costs) under Seller’s casualty insurance policyclaim.

Destruction or Damage. In If, subsequent to the event any portion of a Community is damaged Contract Date and on or destroyed by casualty 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 occurrence, and Buyer shall on or before the earlier to occur of (i) fifteen (15) days after obtaining knowledge thereof. If any receipt of such damage or destruction (1) (a) is an insured casualty notice and (bii) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restorethen scheduled Closing Date, or (2) (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, elect by written notice to Buyer Seller to repair or restore (a) terminate this Agreement, in which event the damage or destruction prior Exxxxxx Money Deposit and any interest thereon net of any investment charges shall be returned forthwith to Buyer, subject to the Closing Date (which shall be extendeddisbursement and payment release conditions set forth in Section 3.1, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”), then this Agreement shall remain in full force be deemed null and effect void and Buyer neither party shall acquire 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 Property upon the terms and conditions set forth herein. In the event of a Non-Material Casualty described in (1) above, Buyer shall receive a credit against 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 less all costs and expensesthe Leases at the Real Property are not entitled to the insurance proceeds, including attorneys’ fees and costsSeller shall, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer at Closing, (the “Realization Costs”), and Seller shall i) 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 insurance option (b) above. For purposes of this Section 9.1, damage to the Real Property shall not be deemed to be “material” under this Section 9.1 unless the cost of restoring damage to the Real Property, in the aggregate, exceeds Twelve Million and 00/100 US Dollars ($12,000,000.00); 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 shall in no event be deemed “material” hereunder, irrespective of whether the cost of restoring the damage to the Real Property exceeds $12,000,000. With respect to any such damage or destruction. In the event a Community is damaged or destroyed prior to the Closing Date by a casualty that which is not a Non-Material Casualty (i.e. a matter that is not described in either (1) or (2) above), then, notwithstanding anything to the contrary set forth above in this sectionmaterial, Buyer shall have the right, at its option, no right to terminate this Agreement provided that closing and insurance adjustment procedures described in its entirety. Buyer clause (b) above 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 elects not 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 or self-insured amount (less the Realization Costs) under Seller’s casualty insurance policystill apply.